Ben 10 Alien Vampire
by Stone-Man85
Summary: Ben Tennyson's gone through it all: Aliens, Magic, Warlords, and such. Now he's facing a new challenge: High School. However, the High School he's gone to is one for Monsters. Will he make it out alright, And will he survive the new 'friends' he's made? Remake of Ben 10 Vampire by 10 Face Paladin and Kamen Rider Chrome.
1. And Then there were 10 Again

**Disclaimer; I don't own Ben 10, Alien Force, Ultimate Alien, or any of the movies to follow. The series and franchise is the sole property of Cartoon Network and the creators Dwayne McDuffie and the Men of Action. I also don't own Rosario + Vampire; it is the sole property of Shonen Jump, and its creator, ****Akihisa Ikeda****. Original Aliens is of my own design.**

**This story is both a remake and continuation of the Ben10/Rosario Vampire crossover story written by 10-Face Paladin and Kamen Rider Chrome.**

* * *

**Ben 10 Alien + Vampire**

* * *

**Chapter 1: And Then There Were Ten… Again**

* * *

**Japan**

**Countryside**

The sakura blossom road shined as Spring was way around the corner. A paved road went down the way as a mysterious bus roared on through at normal speed. The wind picked up once again as it drove down the empty road at this time, picking up any stray leaves or light garbage scattered on the ground. The bus was peculiar in structure and color, as it appeared to have six wheels instead of the usual four. The stop sign also looked to be in the shape of a pumpkin, as well as have a Jack O' lantern face on it accompanying the word STOP on it. And the grill of the bus's front was shaped like a toothy demonic grin.

Inside the bus, it was completely vacant, except for the driver and its one passenger in the back. The driver was dressed in a professional bus driver's attire, a blue suit and hat. However, the fellow's clothing seemed a bit torn at the corners, and the shoulders were covered in dust and cobwebs. The man was very lanky and his posture was hunched over, and his face seemed to be half covered by the shadows but no enough to cover the thin mustache beneath his nose. And the only thing that was sticking out of his mouth, was a big cigar as he continuously puffed out smoke with.

His passenger, the only one aboard the strange bus, was a teenage boy at the age of fifteen, moderate height, Caucasian American, with short brown hair combed to the right, green eyes, and pale skin. His body appeared to be quite skinny for his age, though he showed a lot of muscle definition due to probably being athletic. Though from first appearance, he appeared to be completely average. He was dressed in a white button up shirt, with a red tie and green jacket, along with a pair of khaki white pants and white and black sneakers. He also had on him a green, black, and white duffel bag with him. But the oddest feature he wore was a small green bracelet that looked mechanical, with a strange black and green hourglass symbol on it.

This boy was named Benjamin Ben Tennyson.

Ben had changed in the 5 years since the days of his summer vacation with his cousin Gwen and Grandpa Max. It was that very summer 5 years ago which introduced him to the alien device called the Omnitrix and aliens from all over the galaxy.

Ben used to be impulsive and ready to jump into things without thinking. He had an ego to match his impatient streak. Of course, he was ten years old then. He had a better head on his shoulders now that he was fifteen. The Omnitrix had also changed since he first put it on. It used to be a large black and white object that was bulky and hard to hide. Over time, it somehow upgraded itself into its current form. Grandpa Max theorized that it was designed to upgrade itself over time. They had no proof otherwise so they went with it.

He sighed contently, as a small smile emerged from his face. 'Benjamin Tennyson…' he thought to himself as he watched the countryside pass him by, 'You're on your way to becoming a high school student….' and then his face frowned as he sighed, "… hopefully…"

Why was an American boy like Ben Tennyson somewhere in Japan? Well, that was a story in itself.

* * *

**2 Months Ago**

**Back in Bellwood**

"_Japan, huh?" Grandpa Max grunted as he made some adjustments to his trusty RV, the Rust Bucket._

_Max was a heavyset man with short gray hair. He was always wearing Hawaiian shirts, which was usually a red shirt with gray and violet Hawaiian designs, and had some of the weirdest tastes in food you would ever see. He was the kind of man who you could go to for advice, and he was always a part of Ben's life as he was growing up. He was also a retired member of a group of inter-planetary police calling themselves the Plumbers. It was their job to root out evil aliens and make sure the extraterrestrial citizens of Earth were at peace._

"_I know," Ben nodded. "I mean, they call me up to the office and state that I was selected for an exchange program to a school in Japan. Never told me why."_

"_That's what I want to know too," a redheaded teen girl agreed. "You're not exactly the brightest student out there."_

_The girl was fifteen years old, Caucasian, slender and slim with long red hair and green eyes, wearing black stockings black shoes, a gray miniskirt that ended above her knees, a white button up T-shirt with a blue sweater on top with the sleeves rolled up to the elbows. She was Gwen Tennyson, Ben's cousin, but sometimes people mistook them for siblings, considering they actually shared the same birthday. She was a pretty down to earth girl. She was kind of bossy and annoying when they were younger, but she had mellowed out a little during the years. She still ragged on Ben now and then when he was doing something admittedly stupid._

"_Well, don't be so sure," Max spoke from underneath his RV, aka the Rust Bucket. "Japan is a hotbed of alien activity. It wouldn't surprise me if the Plumbers had something to do with Ben's exchange."_

"_You think so?" Ben pondered._

"_Alien activity?" asked Gwen suspiciously. "Since when?"_

"_Well, there are scattered reports all over the place," Max answered. "There was almost an invasion in Tokyo one time in the eighties."_

"_Really?" Ben gaped. "How'd we miss that?"_

"_Well, they started small," Max answered. "They also gave us a chance to get them away in a sort of competition."_

"_You're kidding," Gwen blinked. "So what happened?"_

"_Well, the aliens were and are still called the Oni, and they don't make a lot of sense in our views," Max answered as he got out from under the Rust Bucket. "Basically they had their computers pick a person completely at random to be Earth's champion to be pitted against theirs."_

"_That's totally unfair!" Ben cried._

"_Well, the Oni aren't too different from us," Max replied, as he wiped the grease off his hands. "They look similar except they have horns, can fly, and can either shoot lightning or blow fire."_

"_Ouch," Gwen grimaced. "So how did this competition go?"_

"_Well, the Earth champion had ten days to catch the Oni champion by the horns," Max answered. "He managed to do it on day ten since the Oni champion kept flying away."_

"_That's…insane," Gwen blinked. She then turned to Ben. "So where is this school they're sending you to?"_

"_Some place called Youkai Academy," Ben answered, as he looked at the sheet he had been given. "Doesn't tell me where the place is, or anything else for that matter. Just where I can be picked up."_

"_For good reason," Max answered, as he cleaned his tools. "Youkai Academy is a school for non-humans only. They are very strict about that."_

"_You know about this place, Grandpa?" asked Ben._

"_Yeah. The Plumbers have been keeping an eye on it from time to time," Max nodded, as he did his best to explain to his grandchildren the secret that was Youkai Academy. "What you both need to know is that there are tons of non-human species on Earth. Some have been here so long we aren't even sure if that they're aliens or not. Youkai Academy is one of the places where they can go to school and interact in peace, without fear of humans finding out about their identities."_

"_So what do they learn there?" asked Gwen, now very curious._

"_Everything we humans do," Max answered. "But they also learn how to interact with humans too. Lots of the students have never met any humans before." He then looked to Ben and stated with deep seriousness of what he was getting into. "Still, Ben, you have to be very careful there. No one can figure out you're human. They retain the authority to actually kill humans who trespass there."_

"_WHAT?!" Ben and Gwen cried together._

"_It's one of the only places where they can be safe and learn," Max explained. "They have the land, so that alone gives them the authority to do so."_

"_But why me?!" Ben asked, near panicked. "I mean, I'm human!"_

"_Not with the Omnitrix," Gwen replied. "You can convince them you're a shape-shifter or something."_

"_Right," Max nodded. "Not many known aliens attend, but all the students are from very old non-human species. You've probably heard of them in movies or something."_

"_What's that supposed to mean?" asked Ben._

"_You'll just have to find out," Max smiled as he put away his tools and wiped his hands clean of grease. "Now if you'll excuse me, I have an appointment with the shower."_

* * *

**Present Time**

Hey, young man," the bus driver suddenly spoke up, in a voice that would make anyone's skin shoot right off their body. Ben immediately bolted in his direction as he went on, "So… you gonna be a freshmen in Youkai Academy, eh?"

"Uh, yeah," Ben answered. He cocked an eyebrow as he thought, 'Man. This guy's been silent the whole day, and all of a sudden he starts talking. Boy, he sounds creepy… '

The driver then chuckled a bit as he spoke up once again, "Then you'd better prepare yourself mentally. It's not exactly a school for the faint of heart…" he turned his head to the side. Ben didn't notice it, but the man's left eye glowed an eerie yellow as a smirk showed up, "… especially for any unprepared human who comes wandering in there."

At that very moment, the bus was approaching a darkened tunnel, as Ben muttered, "Don't I know it."

Once the bus exited the tunnel, it stopped close by, allowing Ben to get off, as he surveyed the area all around him.

There was grim sky and a scraggly forest in the view of the young man. Next to him was a scarecrow-like sign which had the name 'Yokai Academy' written on it in Japanese. The nearby forest was leafless and every tree looked dead. Behind the young man was a cliff which dropped into the ocean. The scenery and the young man's nerves weren't helped by the various spiders, snakes, and bones that littered the ground.

"Okay, Ben," the young man sighed to himself as he took in the scenery. "Now what are you going to do?"

"This looks like a completely different world then the one we were in," Ben told himself. He turned as he heard a thud sound, and saw the bus driver unload his duffel bag off the bus. He pulled on his backpack and looked to the driver as he wandered back into the bus.

The driver then sat back down in the driver's seat, chuckling at seeing the boy's uneasiness written all over him, and spoke out some valuable words of wisdom. "Just be careful, kiddo." he then gave him one final smirk as he closed the doors, and then drove off, going back to the tunnel.

Ben sighed. "Oh well, might as well start heading out."

Slinging his bags over his shoulders, Ben headed out towards the only building in the distance. Maybe if he was lucky he would find someone who could tell him what to do.

* * *

**A Little While Later**

Traveling through the landscape was a little freaky. The place had a weird aura of fear around it, and Ben didn't like it one bit. Still, this might be what the students at the school liked so he had no real reason to complain. He noticed that numerous tombstones were littering the scenery, making him wonder if there really were that many human intruders or if they were just there for looks.

"Looks like it's out of a horror movie or something," Ben shivered. A chorus of caws startled the poor boy as he looked up. In the branches, watching down upon him was a murder of crows, with glowing red eyes. "Okay… creepy birds in the forest. And crows no less. Not good omens." He gulped as he continued onward, "Is this even the right way?"

"Look out!" someone cried out loudly in Japanese.

"Huh?" Ben blinked. By the time his mind processed what was said, he had already turned around. His eyes widened at what he saw barreling towards him. "Ahh!"

_WHAM!_

"Ow," Ben groaned. He was flat on his back and feeling the pain from the impact. Last he saw, someone on a bike had barreled into him. It reminded him of when he and Vilgax had last tangled.

"I'm sorry," a soft female voice groaned. "Are you okay?"

Ben rubbed his head and sat up. However, as he did, he took notice of the bike's rider. There, getting up from the crash, nearly five feet from him, was the most dazzlingly prettiest girl you would have ever set your eyes upon. She was Asian as plain to see, with alabaster skin, fifteen years of age, with a very pretty face with long pink hair that went down her back, a few bangs brushed to the right, with a slim and slender figure, and wearing a uniform similar to his, except with a short green plaid skirt. But her most distinguishing features were her aquamarine eyes that nearly sparkled as the light touched them. But her most distinguishing feature, was that she had around her neck a leather chocker that had a silver cross hanging from it and beads connecting from the chain to the choker.

Ben stared at her in complete awe at her loveliness, but snapped out of it as he groaned from recovering from the bike crash. "Don't worry about it," he managed to groan out. "I'm used to it. You okay?" He was glad for those Japanese language lessons now.

"Yes," the girl nodded. "I'm so sorry. I'm a little anemic so I sometimes have fainting spells."

Ben had to admit that Japanese girls were really cute! Especially this one considering he couldn't take his eyes off her. "It's no problem," Ben chuckled. "Just be careful next time. Here, lemme help you up."

"Oh, thank you," the girls smiled to him. Standing up, he took the girl's hand and helped her to her feet. The two were standing close… before the girls' eyes seemed to glaze over.

"Uh…you okay?" Ben blinked in confusion, taking notice of the girl's current state.

"Yes," the girl sighed, but looked to him as she noticed a small trickle of blood coming from his forhead. "Oh no, you're bleeding."

"Wha," Ben questioned, but then felt something warn trickle down his face. He rubbed it off, and felt around his head, pulling back to see just a small smudge stain of blood on it. Realizing he wasn't in pain, he shrugged it off, "Nah, it's nothing. Can't feel a…" but then he stopped as he looked at the girl in front of him. She held in her hand a small hankerchief, probably about to help clean or mend the wound, but she appeared in a trance, smiling almost satisfied, and slowly making her way towards him.

Ben gulped as she was almost too close, and nervously asked, "Um… what are you doing?"

As soon as she was only inches away, she leaned closer to him, and looked to his eyes, as if she was in a daze, "I'm sorry. It's just… you… you smell so nice."

"Uhhhh, thanks?" Ben blinked. When she didn't look, curiosity got the better of him, and he took a small whiff himself of her. He smiled a little, taking in the aroma of this girl, 'Wow. She smells amazing. Wait wha…?' His train of thought stopped as soon as he saw that the girl leaned in closer. "Hey, what are you…"

"I'm sorry," the girl sighed softly. "But…"

Before Ben could blink, the girl had wrapped her arms around his shoulders… and exposed a pair of fangs, "I'm…a vampire." and pressed her face into his neck. She then quickly dug her teeth into his neck and bit down, puncturing his skin and drawing out blood.

CHUUU!

"Ow!" Ben yelped in pain. He struggled for a moment before the girl backed away, looking mortally embarrassed. "Hey! What did I ever do to you?"

"I'm so sorry!" the girl blushed profusely, acting embarrassed about him. She fidgeted with her fingers, smiling embarrassed by what she had done, but still looked at him as she answered, "It's just… well, your blood smelled so nice, and I couldn't help myself! I really am sorry!"

"Yeah," Ben grimaced as he checked the wound. He was completely amazed, as it was already healing and it wasn't bleeding anymore. 'Hey, there's not even a mark, let alone any bleeding,' But putting that aside, he looked to the girl and asked, "Anyway, do you even have a name?"

"Yes. I am Moka Akashiya," the girl smiled with a bow.

"Name's Ben Tennyson," Ben grinned. "Or is that Tennyson Ben over here? I forget."

"You're foreign?" asked Moka, who was surprised to hear that. "Where are you from?"

"From the United States of America," Ben grinned. "Nice to meet you." But then he stopped for a moment, almost a bit surprised to ask the next question, "So…are you really a vampire?"

"Yes," Moka nodded shyly. But rather, it seemed like she looked a bit worried if he would give her the wrong answer, "Do you…hate vampires?"

He seemed a bit surprised by that question, but answered truthfully to her. "Heck no!" Ben answered quickly. He didn't want to upset the girl, especially since she was rather attractive to boot. "I've never met a vampire before. To be honest, I thought they only existed in movies." He then looked away as he answered truthfully, "And to be honest, I wasn't really sure if they were anything like that new film described them as."

"What film is that, Twilight?"

Ben shook his head and answered, "The remake of Fright Night."

"Oh," Moka blinked, a little weirded out about that reference, considering she had heard rumors of that film. But shaking that aside, she then smiled. "Well, we do exist, and I don't think we're anything like that. I'm living proof!" she looked to him hopefully, and asked, "Do you want to be friends?"

"Sure!" Ben grinned. "To tell you the truth, when I was a kid, I've always wanted to meet a real vampire." However, he turned away as he grimaced, remembering a past encounter when he was ten. The last 'vampire' he, Gwen, or his Grandpa had ever met had been that psycho Laughter Clown Vampire, Zombozo, but he really didn't count.

"Really?!" Moka gasped in delight. Her eyes seemed to take in a sparkle of some kind. "That's great! I was so worried that I wouldn't know anyone here!"

"Hey, at least you're in your own country," Ben grinned, as he shrugged, "I'm a long way from home, so having a friend is something good for a guy like me."

"You're right," Moka nodded softly. Ben was a long way from home. She was just a couple of cities away from her home. He was just as much in need of a friend as she was. He was probably hiding it better than most though.

* * *

**Later On**

**Youkai Academy**

It was only a little while later, but the duo had reached the school. The school was just like any other high school; a relic from the 1950s. Except it looked like a combination of castles mashed together, and was as large as ten football fields. With its six story window doorway and impressive six story height, it would have passed on as a college to anyone else. There was even a huge clock tower in place in the back, for all to see the time and heard the chime of the bell goes off as soon as the Class Bell would go off. Teenagers, probably more monsters, of all shape and sizes were entering the school, just as the late bell rang. And both Ben and Moka were two of the many that went in there. But for Ben's position, he was the only human to ever enter it.

It had taken him some time, but Ben managed to find his classroom. He and Moka got separated at the welcoming ceremony since she had to park her bike and he needed to get there fast. It was then a rapid assignment and here he was.

"Okay!" the teacher cheered. "Welcome to Yokai Academy!"

Ben had to admit that if he had a teacher like this back home, he would have paid better attention. This teacher appeared to be Caucasian but had a mixture of Asian in her, with lovely skin and a bombshell figure. She had short blonde hair, a spaghetti strap top and a short skirt. She sported a pair of cute glasses on her face, and parts of her hair looked like cat ears. It could have been possible they were cat ears considering they twitched like actual ears. To top it off, a cat's tail was sticking out from her skirt.

"I'll be your homeroom teacher this year, Miss Nekonome!" the catty teacher continued to announce. Ben had to admit that the good cheer in the room was infectious. Even he was feeling ready to cheer.

"As everyone guessed, this is a school for monsters! Now, like it or not, humans run the world and we have to learn to coexist with them," Miss Nekonome explained. "This is the purpose of Yokai Academy, to coexist with the human world!"

Ben found himself glad that his grandpa's information was right. He was just as thankful that he had the Omnitrix in case he was forced to prove that he wasn't human. For some reason, he felt that it was going to be put through its paces for a while to come.

"But sensei," another kid growled. "Can't we just eat the humans? I could start with the cute girls." everyone turned their attention to a boy, around fifteen, built like a line backer, and dressed in biker gear of sorts. He had brown hair slicked back, piercing on his face, and kept licking his lips like some kind of sicko rapist. Ben frowned at that comment. It was guys like him who gave non-humans a bad name. It was no wonder that people were afraid of aliens, monsters, etc. People like the guy who spoke kept thinking their species meant they could do whatever they wanted.

"That's silly!" Miss Nekonome sighed. "You won't be finding any humans here! All of the teachers and students are monsters!"

'All but one,' Ben thought to himself. He looked to his right to where the student that asked about the human eating. 'I'm gonna have to watch myself around that guy,' however, he looked away to avoid attention, as the student cocked an eyebrow in suspicion, and licked his tongue out menacingly in his direction. He looked away, hiding his face in a book, as he grimaced and groaned, 'Definitely gonna have to watch out for this one.'

"And even if a human wandered in here through the barrier that protects this school… " Miss Nekonome explained, but still with a smile on her face, "… they would be put to death."

Ben nearly shot out of his seat in surprised, as he gulped, 'Wha…?' But he had finally calmed down a bit, remembering what his Grandpa had told him, and sighed, 'Yeesh, I keep forgetting that. Guess I can't get too complacent and forget where I am.'

"Well, say whatever you want," the student pointed out, "But ever since, I've been smellin' a human in here the whole time."

Ben gulped at that, realizing that his scent could give away his very identity, and grimaced, '_Definitely_ have to watch out for this guy.' He probably theorized about bathing in cologne just to hide his human scent.

"Which brings us to rule number one!" Miss Nekonome spoke loudly. "You are not allowed to reveal your true forms to anyone! Not even to your fellow students! We are here to learn how to coexist with humans so please keep your true forms a secret."

'That's just easy,' Ben grinned. 'For me, that is.'

It was staying in an alien form that was tough sometimes. He could only remain in alien form for 10 minutes at a time. That was the failsafe in the Omnitrix that Azmuth had programmed into it, so that the personalities of the aliens he transformed into didn't overwhelm his own. He had learned of that experience when he was forced to transform into the Omnitrix version of that alien, Eon. He looked at the Omnitrix, and remembered that his DNA and form were available to him now. He just wasn't sure if he ever wanted to use that form, much less Ghostfreak.

His thoughts then drifted to the cute vampire girl he'd met, Moka Akashiya. 'I wonder if Moka is doing well in her class. With her looks she's gonna be pretty popular.' Ben had to admit that he wouldn't have minded dating Moka. She wasn't just pretty, but also sweet and kind. The again, knowing his luck some sports jock would pick her up. He sighed in despair and smiled sadly as he remembered one truth that he had learned once he took soccer back in Bellwood: Girls never seemed to like the soccer guys.

"I'm sorry!" a familiar voice spoke up as the door opened. "I got lost after the ceremony, and well…sorry I'm late!"

"That's okay," Miss Nekonome smiled. "Just take a seat anywhere."

Ben looked to see who had come in and his eyes widened. 'Speak of the devil,' he thought as he saw who it was… it was none other than Moka herself! She strolled in the classroom, catching her breath, after apparently running to find her classroom. All of the boys in the room, save for Ben, seemed to drop into trances as they watched her try to find a desk.

"That hair…"

"Those eyes…."

"That body…."

"No way that's a disguise," one of the boys drooled. "She's just too…"

"BEAUTIFUL!" the collected boys roared. The only one who wasn't was Ben and he was chuckling weakly. Apparently Moka was going to be more popular than he thought. Though it wouldn't be too hard, considering he had fallen the same way like the others did. It was almost as if she had this aura around here that drew any male in, and she didn't even know she had it, let alone could control it.

As Moka came closer, Ben decided to be a friend. "Hey, Moka," Ben smiled, as he lightly waved at her. "I didn't expect to see you in my homeroom class."

"Huh? Ben?" Moka blinked as she turned to see who had addressed her. Once she saw who it was, she broke out in a huge smile when she recognized his face. "Oh, Ben! It is you!" Leaping forward, Ben found himself grabbed in a hug by his vampire friend, as she smiled brightly, "I'm so glad we're in the same class together!"

He couldn't help but grin. He liked how Moka greeted her friends. Plus it was kind of funny to see how the other boys were reacting.

"Hey! Who is that guy!?"

"How does a gaijin rate a hug!?"

"I heard Americans were forward, but to hug a girl in the middle of class?!"

"JUST WHO IS THIS GUY?!"

Ben just had to nervously smile, and sweatdropped at the form of attention he was getting from this small action. He thought this was a great way to start the year.

* * *

**After Class**

"Wow!" Moka gasped as she took in one of the main hallways of the school. "This place is so clean! Neat!"

After class, Moka had wanted to explore the school and explain to Ben how some things in Japanese schools worked. She wasn't sure how much he knew about the school system in the east, so she took in on herself to explain things to him.

Ben was quickly learning that Moka was a lot stronger than she looked. Way stronger. That was made evident when she looked her arms around his, and easily pulled him around to give him a tour of the place.

She was also an architecture nut. She loved new and old buildings because of the way that they were built. He was also learning that Moka's charm wasn't solely limited to the boys in their class. Everywhere they went, Ben could see jaws drop and eyes bulge as Moka went past them.

He could also hear their whispers. They were either gawking over how cute Moka was, or were grumbling about how he was holding hands with her. A couple were really pissed off that it was a foreigner that she was deciding to spend her time him. Grandpa Max warned that some Japanese weren't exactly thrilled with foreigners so Ben figured he had to watch his back. Though considering that all the guys were glaring daggers at him for just being around Moka, it wasn't the fact that he was American that pissed them off.

* * *

**Outside**

Ben and Moka soon stopped at a vending machine for some drinks. When the drinks fell out, the two simultaneously reached to grab their respective choice. Though their hands slightly brushed each other, they both pulled back. Not from the drinks but from the touch; it wasn't an act of hatred as Ben thought as he blushed a bit from the experience, as he looked to Moka, who was equally blushing.

She turned to him, and smiled, "Oh, Ben. You're so silly." And playfully pushed him.

However, Ben didn't count on the strength in that push, considering he crashed into the wall. Nearly feeling like he left an imprint in there, he got up and rubbed his soaring backside, 'Yeah… she doesn't look it, but she's really strong.'

After a moment of recovery, they got their drinks any way and sat down on a bench nearby. Ben got himself what he could guess was soda while Moka got herself a can of tomato juice. She told him that, aside from blood, that she loved tomato juice.

But he thought aloud, "Wait, I thought that Tomato Juice wasn't a good replacement for blood?"

Moka was a bit taken by the question but shrugged it off, "Oh no, it's okay. So long as we at least have a little. Otherwise, we get a bit dazy and in sort of a, well…" she blushed a bit as she answered, "I guess you could call it a basic instinct to just go after blood." Ben looked kind of surprised at that, but shook it off. As did Moka considering she felt it was awkward to mention that, so she changed the subject and asked, "So, how do you like Yokai Academy?"

He shook his head, forgetting the awkwardness, and honestly answered, "It's a whole lot different from the schools back where I come from. We have book lockers, not shoe lockers."

She chuckled at that, and asked, "So, do you like it?"

"What's not to like?" Ben merely shrugged, as he merely replied, "Life is all about new experiences. That's what my Grandpa Max always said."

"You and your grandfather must be really close," Moka admired, seemingly amazed.

Ben nodded to that, as he smiled and admitted, "We are, in a way that he's like a second father to me." Though at awkward at what he would slightly say next. "Truth is, I want to be just like him. It was 5 years ago, that I really began to respect him."

"Why?" asked Moka.

"Um…" Ben gulped, realizing he would probably have to reveal everything to her, and he wasn't sure if she could take it. So he decided to change the subject, "That's a… pretty long story." A very long one. One that involved alien technology, magic, evil sorcerers, mutant hobos who had a thing for bugs, laughter vampire clowns, a secret society of Knights, and a real nasty alien warlord, who apparently had it in for his Grandpa, but changed his mind towards him instead.

The two were silent for a moment, taking a sip from their beverages, until Moka decided to bring up some more subject to get to them both to talk again. "You know, I just noticed this, but you speak Japanese pretty well," Moka noticed aloud.

Ben nodded at that, as he smiled, "I have Gwen to thank for that."

"Gwen?" Moka asked.

"My cousin," Ben replied quickly and earnestly, making sure that he didn't make his cousin sound out to be his girlfriend, "We couldn't stand each other when we were kids, but five years later, we've been getting along pretty well now."

As she listened to him, Moka couldn't help but envy Ben, even a little. He was close with his family, unlike herself. She really wished her family was like Ben's. from what he said about them, and the smile on his face whenever he talked about them, they sounded like good people.

As they were talking, that same long-haired young man with a lip piercing came around the corner and leaned on the wall behind Moka, getting both their attention. "Hey, there, Sexy," the boy said as he leaned against the wall with his arms crossed, and looking at Moka. "Moka Akashiya, right? Man, looks like I'm not the only one who thinks you're cute."

"Um, thanks," Moka nodded, gulping nervously at this fellow. "And… you are?"

"The name's Saizou. Saizou Komiya," the boy introduced with a grin. "I'm one of your classmates."

"Oh…um," Moka nodded, still rather feeling nervous around this guy. "Good to meet you…I suppose."

"Yeah, I remember, too. You're the one who suggested we eat all the humans," Ben sweat dropped.

"I'm sure. By the way," Saizou grinned before he reached out and suddenly grabbed Ben by the lapel of his jacket. Moka gasped in shock, while Ben struggled with the other teen's strength. "Why is a girl like you hanging out with a complete numb nut wimp like this?"

"No, leave him alone," Moka pleaded.

Ben was really starting to hate this guy. Despite the rules, he began to roll up his sleeve to reveal his Omnitrix. 'Maybe I should introduce this guy to some my 'little friends',' thought Ben. Right now, any of his aliens could take Saizou; whether Fourarms, XLR8, maybe even Benviktor or Upchuck could do it. Well, maybe not any of them. Grey Matter was only good for his brains. And he was certainly got going to overuse Ghostfreak, no matter if he had retained that Alien form, considering what he had learned about Ecorunites, much less saw it in experience. Then, he remembered something his Grandpa Max had taught him. He just hoped it worked.

He reached up and gripped Saizou's wrist, pressing onto a soft spot. Saizou cringed in pain and let go of Ben who landed on his feet. Ben rubbed the wrinkles out of his shirt and returned Saizou's glare with his own. "I don't think the lady appreciates the gesture. So back off!"

"You want to make something of it, Gaijin?" Saisou glared.

"What if I do?" remarked Ben, returning the glare with his own.

If there was one thing that Ben hated more than anything else in the world, it was bullies. They just picked on people weaker than them, and he had experience in that department, considering he was a victim of bullyism for as long as he could remember. Ben had learnt to stand up for himself over the years. He'd stared Vilgax in the eye without flinching. Monster or not, Saizou was like every other typical bully Ben had to put up with.

Moka immediately got between Ben and Saizou. "I'm sorry, but we're in a hurry! Bye!" She grabbed Ben's arm and dragged the protesting her American friend away quickly to safety.

Meanwhile, Saizou just glared at the two disappearing, even as a can of unopened tomato juice rolled to his feet. Suddenly, a long whip like tongue lashed out at the can, and snatched it up. A big gooey splash sound was heard as tomato juice splattered on the ground, like human bean juice.

* * *

**School Rooftops**

Taking refuge on the academy's rooftop, were most teens would go to get away, Moka took a moment to catch her breath while Ben tried to smooth his uniform out or make sure that all his bones were put together right. He was also trying to keep his temper in check. The pink-haired vampire girl could tell that he really hated bullies.

"Woo! That was scary!" Moka sighed. She turned to her friend. "Weren't you scared at all?"

"Nah," Ben grinned. "Believe it or not, there are way scarier things than him. Besides, I REALLY don't like bullies." Memories of how JT and Cash would bully and harass him came to mind. Luckily he'd learnt to stand up to them. They left him alone when he started fighting back. Though JT wasn't willing to give up on picking on him, if he ever came back to America.

"Well, it was really nice of you. Thank you!" Moka smiled brightly.

"Ah, I'd do it again in a heartbeat," Ben smiled. "You're my friend, aren't you?"

Moka didn't think she could smile any brighter if she tried. Ben was really turning out to be a wonderful friend, "Still, I don't want my only friend to get in trouble."

"What do you mean your only friend?" asked Ben in confusion. "I would have figured a nice girl like you would have made a whole mob of friends by now."

Moka giggled and stepped forward to stand in front of Ben. She had a shy blush on her cheeks and she averted her gaze. Ben couldn't help but think she was even cuter when she did it.

"Well…I'm not too good at making friends," Moka admitted. "And besides…"

"Besides what?" asked Ben.

"You've already let me suck you blood!" Moka smiled with a flush on her face, as she cupped it, trying to hide the blush on it. "You should be proud since your blood is just awesome! The texture, the aroma, the vitality, and there's even something in it I've never tasted before! Delicious!"

Rubbing his neck, Ben joked, "Geez, I never thought a friend would comment how great I tasted. I feel like a snack plate."

Moka giggled again. Taking part in the laughs, Ben and his new friend headed for the exit stairway. They still had to deal with some gawkers who fell for Moka on the spot, and started cursing Ben for his luck to hang out with such a hot girl.

"By the way, Ben," began Moka. "What kind of monster are you?"

"Isn't that against the rules?" he reminded.

"Oh, I forgot! But you already know I'm a vampire so I thought it'd be alright," she said.

"I'm a bit more complex; you might say I've got so many forms that I'm limited in my human disguise," he told her, at least the cover story Grandpa Max had given him. the story was that Ben would pass on as a mad scientist's creation, and forced to wear a limiter in order to keep the various forms he could transform from overwhelming him. Changing the subject, he looked to her, and commented aloud, "And, well, you don't look like a vampire to me."

"Oh, that's because of this," Moka said, as she lightly pulled her shirt open to expose a silver roasary with a red eyed gem in the center of it.

However, Ben gulped and blushed as he took notice of what was also there: her cleavage. He stuttered and looked away slightly as he asked, blushing, "Um, what exactly am I supposed to look at."

"The rosary seal attached to my choker," she answered, pointing at the cross hanging from her choker. "If it gets taken off, my true form is released. And without it, I can get REALLY scary."

"I find that hard to believe," Ben laughed but he'd learnt to never disregard such information.

"So Ben," Moka asked, as they got into the sunlight. "Where did you go to school anyway?"

"Huh?" Ben blinked. "Oh, I went to school like everyone else in my hometown."

"So you went to school in the human world?" Moka tried to clarify.

"If you mean I went to school with humans, then yes," Ben nodded.

"Oh. Well I think human schools are the worst," Moka huffed.

When he heard that, Ben flinched at that, almost as if Vilgax had just punched him in the chest… and ripped his heart out. He looked away, kind of ashamed at what she had said. In honesty, after seeing this girl and meeting her, it was kind of understandable as to why she could view humans as monsters. Most of all humanity viewed vampires and others as horrifying evil creatures; this girl was evidence to the contrary, but would have been treated no differently. Basically, they would judge her before they got to know her. If that was the case, and she had an aversion towards humans, then…

"Ben?" Moka asked, seeing the look on his face. It looked like he had gotten depressed all of a sudden. This worried her so, as she reached out to lightly touch his shoulder to get his attention, "Ben, are you…?"

"I'll see you later," he quickly replied, and ran off, leaving her in worry and confusion.

As she saw his retreating form, she asked herself in a whisper, "But… why'd he leave?"

* * *

**After School**

**Main Gates**

After school was over, and it was three in the afternoon, Ben had did a whole lot of thinking. Currently, he stood at the gate, with his backpack and duffel bag in town, but he also had on civilian clothing on as well. He wore a black T-shirt with a green stripe in the middle with a 10, and green stripe on the sides of his shirt. He also wore brown pants with pockets at the knees and green and white shoes. The Omnitrix was present on his left wrist as usual. He felt since it was after school, he didn't need the uniform. But what he had planned next, he really didn't need it afterwards, but still had the notion of packing it with him anyway.

He sighed sadly, as he looked at the school just one more time, "Sorry, Moka… but rather I leave than have you hate me later." And he turned to walk away.

"Ben!"

A voice cried out, making him stop in his tracks as he turned around. It was Moka, as she ran after him, after finally finding him, and stopped as the two were close enough. She looked at him as she sighed in relief, "Thank goodness, I found you were acting really weird when you left, so I…" but she stopped as she saw the bags, and looked in concern at him as she asked, "Ben? What are you doing with your bags?"

Ben turned around, not wanting to see her face at this point as he answered, "I can't go to this school, Moka." he then nearly lost his breath as she replied, "I'm… I'm going back home… to a human school."

"Huh?" Moka blinked. "A human school?" Her voice nearly froze in her throat as she tried to clarify, "You mean… in the human world?"

"Yeah," Ben nodded. He saw how terrified at that answer, but replied, "It's not because of you, Moka. You're great, but I can't stay here, so… "

"NO, YOU CAN'T!" she screamed out, as she ran to him. "You can't go to a human school! YOU CAN'T!" she grabbed onto his duffel bag, and tried to pull him back from leaving. But he pulled way, trying to get her to calm down. In truth, he had never pictured Moka being as frantic and scared as this. He may have known her for only a day, but this side of her was not something he pictured her to have. Finally, the two stopped, as she was only inches away from him, with only the duffel back they had used for a tug-of-war smooshed between them.

He then noticed that as she held the back, while close to him the whole time, her hands were shaking with fear. He noticed it wasn't just because he said he was going to leave, but it was because he said he was going to a human school. Finally, after a moment of silence, Moka spoke again, but looked down at the bag, not ready to meet Ben's eyes, "I'm sorry, but you see… I just don't like humans very much." Like before, Ben became stiff again, but listened as she explained, "They can be cruel and mean. I know, because I attended human schools, all the way through Junior High."

Ben could only picture the whole thing as she explained it all. "All through middle school everyone ignored me. They made fun of me, and told me vampires and monsters didn't exist. I was so lonely, and felt so different from all of them. Eventually, I thought it would be better if I really didn't exist. I just hate humans!" her voice quivered at the memories of her school time in the human world. But then she looked up to him, as she smiled a little, "But then… but then I met you, Ben. And you said you didn't mind when I told you I was a vampire." Tears streamed down her eyes at that, as she wiped them away and smiled at him, "And for the first time in my life, I didn't feel so alone anymore."

Ben flinched for a moment, feeling like Vilgax had just punched him right through the heart a second time, but this time had crushed it with his bare black clawed hand, "Hey, hold on there. Some humans may be jerks, but they aren't all bad."

"Huh?" Moka blinked. "How can you be sure? How do you know not all humans are bad?"

"Because…" Ben stopped himself for a moment, knowing full well what he was gonna say. But when he looked at her, he knew he had to tell her the truth. So taking a deep sigh, he didn't waste a split second until he told her his secret, "Because… I'm human."

"Wha-?" Moka gasped. "You? Human? H-how did… ?"

"Not exactly sure," Ben sighed. "I was put on an exchange program to Japan. I was told I'm going to school here."

"Bu...but…but," Moka sputtered, looking at him in fear; the smile she had before vanishing. She stepped back, almost avoiding him like he was a plague victim. "It can't be," she whispered, almost shaking with fear in learning he was a human, "It can't be true; you're lying. You have to be; no human could have gotten in here." But she stopped, as she looked in a calm state of shock, at the emotion that Ben had on his face. It was one of a saddened pain of rejection: something she was all too familiar with.

Ben sighed, knowing that Moka was having trouble accepting this. And knew full well she could never accept him at all. Sighing, he turned his back and began heading away from her.

"Ben?" Moka asked, still reeling from shock.

"If you're ever in Bellwood, look me up," Ben answered, as he waved back, looking at her with a sad smile planted on his face. "I just hope you don't hate humans by that time." That was all he said before he vanished in the midst of the trees. Moka watched him go before her shoulders slumped and her eyes were trained on the ground.

Moka had been crying after Ben had run off. She had said such a horrible thing to her. Even if he was human, she wouldn't have cared. All she ever wanted was a real friend and…

She looked forward again, and ran after him. After a while, she had gotten pretty far in the forest, going after him. Moka was pushing pretty hard to catch up after him; considering he had a fifteen minute head start after her. She had to tell him that she didn't care if he was human or not, all that she cared about that he had accepted her for what she was. And after seeing him, knowing about him, she needed to accept him as well. She just hoped that the bus didn't pick him up in time.

She stopped in her tracks, as she heard footsteps and stopped in her tracks, hopefully, "Ben?"

It was not Ben, as she looked startled at who it was.

"Hey, babe," Saizou grinned in a sick and perverse way, "Miss me?"

Taking a step back, she gave a frowning smile, as she replied, "Sorry, but I'm busy now."

Saizou lunged forward and grabbed Moka by the arm. She shrieked and struggled, but Saizou was much stronger than she was in her disguise. Pulling her deeper into the woods he threw her against some tombstones before shedding his jacket. "Sorry," Saizou snickered as his body started to swell and his teeth began to sharpen. "I can never seem to hold my disguise when I get riled up."

Moka trembled in fear as Saizou's body grew armor boned ridges and his muscles bulged. She easily recognized what he was after his transformation had finished. Saizou's body grew nearly eight to nine feet in height, and his skin went from a human pink to a disgusting green as he grew ridges on his shoulders, chest, elbows, knees and his muscles bulged, with his fingernails and toenails grew sharp and covered in armored bone. She knew what he was, and to those who have seen Lord of the Rings trilogy, they would have pointed out that this guy was an orc, a vicious and mutilated Elf related to the Monstrel series of monsters, known to be sort of mutt monsters, who could change their bodies into weapons and possess abilities no other monsters ever had. They were mean creatures who didn't bow down to anyone, and would only do so… when they were killed, which was impossible.

She shivered in fear at this sight, until finally…

* * *

**After a While**

**Bus Stop**

"Geez," Ben sighed grimly as he leaned against a tree. "I can save the universe from evil warlords but I can't keep any friends around." He stared at the Omnitrix. "Maybe leaving this place is a better idea than sticking around. Even if I can turn into any alien I want, I can't really fit in at a place like this. I mean, even if the Plumbers did have a hand in this, why me? Or this place?" he then sighed, allowing a sad smile to appear again, remembering the terrified expression Moka had when she learned the truth, "'Sides, nobody is gonna miss some human like me."

He went to the bus stop, and looked at the bus schedule, before grimacing, "Aw, crap! I have to wait a month for my next ride? So much for that idea." He sighed as he scratched the back of his head, "Maybe if I stayed in my room for a month I'll be-" A sudden shriek pierced the air and Ben recognized that voice. "Moka!"

* * *

**Back in the Forest**

Saizou had a lot of time on her, messing around with her. She was slumped at the base of a tree, slightly shaking. She had been beaten pretty badly, but showed no brusises from his attacks. However, she was covered in what appeared to be slime, or rather saliva. Considering this jerk liked doing a good tongue job, that was probably the case. However, at this point, he was trying to taunt her into changing into her true form, "Hey, c'mon, Babe. Transform. Why bother staying in human disguise?"

Moka had a little strength left in her, as she glared defiantly to him, "Well, for one thing it's a school rule." She then grimaced as she thought, 'And besides…. I can't pull the rosary that seals my powers off.'

"Hey, we're all monsters here, and besides, we're nowhere near school grounds," Saizou snickered as he lashed his tongue out, wrapping it around Moka's left leg. She screamed as he pulled her away, and slammed her back first into a tree trunk. The impact had knocked the wind out of her, as he let go of her, and she fell to the ground. She got on her hands and knees, in an attempt to get back up, but the impact had nearly taken her strength out in the process.

Seeing that she was nearly down for the count, he reached out to Moka with his large hand. "Now gimmie a kiss."

"Noooooooooooo!" Moka cried in fear.

"HEY, UGLY!" Ben snapped. Saizou looked up from where he was attempting to take advantage of Moka. There, he saw Ben, standing defiantly and glaring dangerously at the orc. In truth, had he been an ordinary teenage boy, he'd have been shaking in wetted pants, but five years ago had changed all that. And now, he stood there, defending a dear friend, as he shouted, "Get your hands off Moka!"

"Hmph!" Saizou snorted, not taking the American seriously. "And what's some gaijin going to do about it? I heard western monsters are so weak anyway."

"Yeah right," Ben frowned. "Last warning. LET. MOKA. GO!"

"MAKE ME!" Saizou snorted.

"No Ben!" Moka cried, struggling against the large grip of Saizou. "Please run away! You're no match for him; he'll kill you!"

"Not my style," Ben frowned.

Saizou was getting fed up with his kid, and dropped the vampire, lunging right at Ben. But before Ben could get to the Omnitrix, Saizou had grabbed the poor boy in a powerful grip, nearly crushing him. And iwht all his strength, flung him right through the forest, causing him to fall off the Cliffside that led to the bus stop. Saizou looked down and saw Ben rolling down painfully, and just cackled aloud.

"HAHAHAHAHA! That kid's all bark and no bite," Saizou taunted aloud, "I can't tell if you're a monster or a mouse. You're just too pathetic!"

But then, a pink blur past him, as Moka shouted, "BEN!" and skidded down the cliff side, in an attempt to catch up with Ben.

Saizou growled as his teeth gritted, "She's still going after him? What a load of Crap!" and went after them.

* * *

**Back at the Bus Stop**

Ben had crash landed forcefully on the ground and tried to slowly get up. Nothing was broken or damaged, but boy, did that orc hurt him like crap. That was the last thing he would do: hesitate to use the Omnitrix like that. He slowly got back to his feet, as he rubbed his sore bum, "Next time, Tennyson: run before you leap."

"Ben!" Moka cried out, getting the boy's attention. She slid off the cliff, and immediately ran towards him to help him back on his feet. As she helped him steady himself, Moka looked to him in worry, "You're not hurt, are you?"

"Nothing that bad, just a sore butt," he admitted, but grimaced, "But I think I feel a bit thinner after being crushed like that." But then, he took notice as he heard Moka sob, "H-Hey, I told you, I'm alright. It's nothing too bad…"

"It's not that. I'm sorry, I'm so sorry. About what I said to you, or how you must feel about me now," she confessed. She sniffled a little as she looked at him, "I guess monsters and humans are just too different to get along." She tried to dry her tears away, as she went on, "But still… even though I'm a vampire, the truth is all I ever wanted was a friend, even when I attended school back in the Human World. Whether it was human or monster, I didn't care." She smiled to him, but with a tear or two still shedding, "But now… I don't think it's impossible, not anymore."

When she said that, Ben couldn't help but smile, in both relief and to what she had said to him. He nodded to her, "Thanks, Moka."

But their touching renewal of their friendship was cancelled, as Saizou slid down and landed. He growled as he shouted, "What the hell is this? Some kind of Teen Drama special? Cut out all the Lovey Dovey Shit, Tennyson, and get to fighting!" He pointed to the boy as he declared, "Frankly, I don't care if you can even put up a fight, I'll still snap you like a twig!"

Ben glared at the orc, and then broke away from Moka as he stood in front of her. Fearing he was gonna get hurt again, she pleaded, "Ben, please don't! he'll just end up hurting you again!"

"No, he won't," Ben confessed, "No this time."

He held up his left arm, allowing both Moka and Saizou to get a good look at what was on there. A strange green bracelet with a black and white insignia on it was revealed to the light. Ben pressed something on it, and the emblem popped up to as a holographic image of a humanoid creature with four arms appeared on it.

"Because this time… I'm going hero!" Ben called before he pressed the insignia.

A brilliant flash of light erupted as the Omnitrix's power was unleashed, and right before Saizou's and Moka's eyes, Ben began to transform. His body grew to match the size of Saizou's, maybe an extra head or two in size, as his muscles grew to nearly on par with the Incredible Hulk, and on the elbows were three little spike ridges sticking out from them. His skin turned dark red, and his torso was covered in a white and black shirt. His pants turned black while looping around his ankles with bare two-toed red feet. Under his two massively muscled arms, shot out an extra pairs of arms and both looked like they could smash things without much effort. His head was red and hairless with only a black stripe going down his back and stopping at his eyes, with four yellow eyes. His upper left shoulder had the same symbol as on his watch on it.

After his transformation, he smashed his fists together, and shot his arms out, flexing the powerful muscles in them, as well as everywhere else, as the new Ben Tennyson roared out, "FOURARMS!"

* * *

**Omnitrix Encyclopedia**

**Fourarms A.K.A. Tetramand**

_These people come from the desert planet Khoros. It is a dystopian society which creates powerful warriors as well as tribes, that scavenge for any long lost technology on their home world. They have the ability to create concussive blasts just by clapping their hands together. They are massive, which makes the completion of delicate or tasks in small places hard or impossible. But also because of their muscle mass, they aren't fast on their feet, but make up for it by being able to jump a mile distance, allowing them to get far even if they are not fast runners. _

_They are considered an intergalactic alien version of the Incredible Hulk, except red and have four arms._

_Still, they are reliable fighters and they love to do what they do. In his younger days, Ben used this form the most since it suited his old fighting style: forward and without thinking._

* * *

"What the HELL?!" Saizou gasped in shock.

Moka gaped in complete amazement at what she was looking at. She couldn't believe that Ben was capable of changing his form like that. He had confessed that he was completely human, but how could a human do what she had just seen? She didn't think humans could change into giant four armed creatures. Whatever he was, she hoped that Ben would explain afterwards.

"Ahhh," Fourarms grinned as he flexed his arms and fingers. "Just like riding a bike: you never forget!"

"Hmph!" Saizou grunted, turning away from Moka. "So you aren't the wuss I took you for, at least by appearance." He shot a finger, pointing right at the newly transformed Tennyson, and shouted, "Don't know what the hell you are, but you're not stronger than me, and I'm not going to allow you to mess with my fun!"

"Truth be told, I fought bigger opponents than you," Fourarms confessed, as he got ready to fight in a tackling position, and smirked, "_Much _bigger."

With a roar, Saizou charged with his muscled arms raised. Fourarms gripped his fists and charged with preparation to fight back. Saizou attacked first with his muscled fist. Fourarms retaliated by grabbing the attack with his upper arms before punching Saizou in the gut with his lower fists. Saizou grunted and lost his breath before Fourarms pushed him back, gaining ground. Saizou charged for him, and Fourarms charged after, but didn't expect the Orc to be agile. Saizou jumped up over him, and landed behind him, punching Fourarms in the back. The Tetramand twirled around, hoping to deliver a double swipe punch, but Saizou still dodged him.

For a moment there, Ben thought he wasn't gonna get him. But he remembered something that Gwen had taught him, when she started teaching him Martial Arts. She mentioned that if your opponent was faster, you would just have to anticipate their movements; in other words, know their movements from Point A to Point B. For a moment, Fourarms stopped for only a split second, as he saw Saizou stop in front of him, and saw him turning to the right. After seeing that, Fourarms sharply turned to the left, catching Saizou from behind.

He smirked, "Point A, meet Point B." and pulled all his arms back, and clapped them hard together in front, creating a massive shockwave. The wave hit Saizou pretty hard as his whole body shriveled like being blown hard by a gust of wind. It send the orc flying nearly thirty feet away, crashing into trees, knocking them downward, as well as shattering tombstones. Until finally, Saizou crashed into the rocky wall behind him.

The Tetramand cracked all four pairs of his knuckles, anticipating the next attack. "Give up yet?" asked Fourarms with a smirk.

Saizou snapped as his eye twitched; he wasn't gonna let this foreigner beat him up like he was. "No…WAY!" Saizou snarled, before he charged at him, and unleashed a powerful uppercut into Fourarms' chin, knocking the alien back. Despite the Tetramand's invulnerability, that punch made him a bit disoriented as he staggered a bit. Seeing the weakness, the angry orc continued his attack by tackling Fourarms and smashing him into several tombstones and a tree. He then finally threw the Tetramand towards a few tombstones, smashing into them as he saw the alien stagger to get his footing back up.

"Agh!" the Tetramand groaned, as he shook the stars out of his head. He glared at the ground, as he huffed, "Okay! Time to get serious!"

"Ben!" the voice of Moka cried out to him, before the girl in question dashed to his side.

"Huh? Moka?" Fourarms blinked. "Hey, you gotta get back! This is dangerous stuff!"

"I don't care!" Moka cried out to him, "I just don't want you to get hurt!"

"It comes with the hero territory," Fourarms grunted as he began to get up, and wiped a little blood from his lip. "Besides, I'm used to it."

As he was getting up, Fourarms' upper left hand missed its grip. Instead of grabbing a tombstone to help get up, he grabbed Moka's rosary. Oblivious to it, he pulled and with a loud metallic sound, the rosary came off cleanly.

"Huh?" Fourarms blinked as he looked at the cross in his second right hand. "Uh-oh."

Moka only had a moment in confusion, "The rosary… it came off?"

She then gasped before she was engulfed in a dark aura. Fourarms covered his eyes from the aura, and peaked through his fingers to see what was happening to his friend. What he was seeing was freaky to say the least. A swarm of dark bats engulfed her, almost shielding her from the outside world, as she suddenly began to transform before him and the orc. Her hair turned silver and her fangs became more pronounced. He body also seemed to fill out in more of an hourglass figure. As Moka seemed to become more aware, Fourarms could see that her eyes had turned red and slitted. The dark bats flew away, dissipating as the newly transformed Moka stood before the two hulking creatures, and glared dangerously all around them.

"It can't be," Saizou gasped. "The aura, these red eyes, the S-Class monster! The vampire!"

"Yeah….I knew that," Fourarms gaped at his friend. It was like she was a completely different person now! Extremely hot… but dangerous at the same time. Boy, did he know how to pick girls.

As she looked around, she took notice of Fourarms, almost calmingly glaring at him as she spoke out, "So, I take it you're the one that broke the seal and released me?" she took in the sight of Fourarms, scanning him up and down, and Moka-sama purred , allowing a small smile to appear, "Hmmm, how interesting. I don't think I've ever seen a monster like you before. An American?"

"Well, I sure ain't from around here," Fourarms answered as he got to his feet. He then nervously asked her, not wanting to mess with her at all, "You want in on this fight? You sure look like you can handle yourself."

"If only you knew," Moka-sama smirked. "I'll take him myself."

"Huh?" Fourarms blinked in shock at that, but asked in concern, "You sure about that? I mean…"

"Don't look down on upon me, Benjamin Tennyson," Moka-sama shot coldly. "After this, you have some explaining to do." Her eyes narrowed a bit as she shot out, "I detest liars."

"Hey, I didn't lie!" Fourarms objected, holding all four of his hands up in defense.

"You told my other self you were human," she accused, and pointed at him, "Right now, there's nothing human about you."

"Well…most of the time, I am," he answered with an embarrassed look on his face, scratching his left cheek, doing his best to avert her gaze. The look kind of unbecoming of that of a Tetramand Warrior.

She snorted, "Whatever. I'll deal with you…" but pointed to the orc before them, "… after I deal with this trash." She began to hop in place, and then she stretched her arms. "It's been so long." She cracked her knuckles and flexed her fingers while popping her neck. "Looks like this might be a decent workout at least." She yawned a little. "Now, come on, orc. Didn't you want to give me a kiss?" she taunted.

"Don't mock me!" Saizou roared as he lunged at Moka-sama, as he shouted, "Once I beat an S-Class Vampire, and take this Gaijin down a peg, my rep'll go up! If I take you down, they'll say I'm the strongest!" His huge hand reached to grab Moka-sama. The silver-haired vampire reached out and grabbed his finger, effectively stopping his assault.

"Urk!" Saizou grunted, trying to move his arm.

"No way," Fourarms gaped.

"What's wrong? Didn't you want to give me a kiss?" Moka-sama asked mockingly, her grip never flinching, even as Saizou struggled to break free from her. "Typical. All size and nothing else."

In a flurry of movement, Moka used a single kick which slammed into Saizou's head. The orc cried in pain as he was sent sailing through several trees with loud crashes. Fourarms was pretty sure that he had seen some of his teeth fly out of his mouth too. He could only blink at what he had seen Moka-sama accomplish.

"Wow," he blinked. "She might be able to take on Vilgax."

"Know your place," Moka-sama growled at the downed orc.

She turned around and walked towards the Four-Armed Being… just as Saizou got up and charged right at her. Sensing him coming, she was about to turn around and deliver another roundhouse kick. That is, until a large red blur past her, and tackled Saizou, skidding to a halt and entrapping the orc in a powerful four-armed bear hug. Moka-sama, in some repsect, was a bit stunned by the action, as she stood to see the Tetramand slowly crushing the orc.

Saizou strained, unable to even fight back from the immense strength, and also feeling a few bones breaking but nothing too life threatening. Finally, Fourarms hissed out, "Attacking from behind… that's low even for you." The muscles in his legs tensed up, as with all his might, shot nearly a mile high in the air. Once they were high up enough, Fourarms let go of his opponent, and grabbed him by the shoulders. Before gravity had its hold on both of them, Fourarms flipped him over his head, and shouted, "TAKE A CHILL PILL! AND START BREATHING THROUGH YOUR NOSE! YOU'RE GETTING SPIT ALL OVER THE PLACE!" and with all his incredibly ridiculous strength, used all four of his arms to toss Saizou straight towards the school, screaming until finally, he crashed in the outskirts behind it.

Fourarms landed back on the ground, in a crouched position, as he huffed out, "Bye, Bye."

But his small victory was over with, as he turned to nearly come face-to-face with the Inner Moka, despite the size difference between them. Even though crouched as he was, they were at eyelevel, and she was still glaring daggers at her. But it wasn't because he had stepped in, it was probably because he hadn't explained the situation about him and his watch, or his current form. Turning to the four-armed being, she noticed that the insignia on his shoulder was flashing red. His entire body then flashed green before he returned to his human form. Frowning, she started walking towards him, determined to get some answers.

"You have ten seconds to explain what you just did," Moka-sama frowned. "I suggest you use them wisely."

"R-right," Ben nodded. He raised his arm and revealed the Omnitrix. "This thing I'm wearing, is called the Omnitrix. You may not believe it, but it's a piece of alien technology developed by one of the smartest of intergalactic geniouses. It gives anyone who wears it the ability to change into any alien they choose from the selection lens, and use whatever abilities that alien has. Think of it literally as walking a mile in another's shoes."

Moka-sama frowned slightly at him, her arms folded across her chest. Ben was slightly afraid that she would kick him like she did Saizou. Saizou's kick he could survive, but from her… he really didn't want to go through that. He felt relieved when she released a sigh.

She rubbed her temple as she spoke up, "Your tale sounds too farfetched to be true, but considering how humans believe monsters are not real, I have no room to talk." Moka-sama frowned still, reaching out, as she grabbed her rosary.

Ben shrugged, "Sorry about the rosary. I didn't think it could easily break off like that. Though, as Fourarms, strength isn't a question on…"

"I'm guessing my other half neglected to tell you," Moka-sama interrupted as she explained, "In all the years since the Rosary seal was placed upon me, no one, strong or weak, not even myself, has ever successfully broken the seal before." And then looked to Ben, as she smiled a little, "Except you." But her smile disappeared as she warned, "However, you made a good choice to watch over my other side. Don't screw up."

With that, Moka-sama reattached her rosary to the chain. In a flash of light, her hair changed back to pink and everything about her softened back into the Moka that Ben knew. She was sleeping and falling, which Ben stopped by catching her.

"I have the strangest friends," Ben sighed.

* * *

**Back on Campus**

Ben had returned to the campus, carrying Moka in his arms, and took her to his room: the only sensible location considering he didn't know where hers was. She had rested comfortably on his couch, until she awoke, and saw Ben. Once she was fully awakened, he had decided to tell her the truth about his whole history. The summer where he had discovered the Omnitrix, and the adventures that followed after that discovery. In honesty, he thought the Moka he knew would have had the same reaction that the Inner Moka gave him. Though hers was a bit more in surprise than calm.

"So, aliens actually exist?" Moka asked with some disbelief.

Ben and Moka hung out in his dorm room for some privacy on the discussion. There, Ben explained about when he'd found the Omnitrix and some of the people he'd met since getting it, as well as the many experiences, adventures, and perils he, Gwen, and Grandpa Max had gone through that fated summer. Moka found the fact that aliens might exist fascinating. The adventures Ben had were very exciting too.

"Sure do," Ben nodded. "The Tetramand form, Fourarms, is one of them. There's a whole lot more in the Omnitrix too. And each one's more different than the last." But then he looked to Moka as he asked, changing the subject, "So… you're okay? About me being a human?"

Moka was a bit taken by that question, but shook her head, and answered, "I told you, whether you're human or a monster, it doesn't matter to me, Ben. You're the first friend I've had ever, and I don't want to lose that." She then asked, "What about you? Are you still going to leave the Academy?"

Ben sighed as he lenaed back on the couch, and replied, "Well, I think waiting in here for a whole month for the bus to come back here would be tedious, and it would raise a whole lot more questions than before." He then smirked, "And, truth be told, I've seen stranger things or beings before vampires. I'm used to anything; this campus is just something I'll get used to before I graduate here."

She smiled brightly at his decision to stay here, and things seemed to patch up well. But Moka then shyly looked away as she blushed, a bit embarrassed about what she was going to ask next. "Can I see?" Moka asked curiously, pointing to the Omnitrix, "The other forms you have there."

"Sure. Why not," Ben smiled. He brought up the Omnitrix, as he activated it. The lens lit up as a holographic image of Fourarms appeared, and with the others, he simply had to twist the lens around to showcase the other aliens on the device. "Okay, this one is what I like to call Fourarms. Next is XLR8, a real speed freak…"

Moka sat next to Ben and listened to him explain the various different forms he could change into. She was happy to know that their friendship had been fixed. She was actually looking forward to seeing what kind of things were going to happen next. But more importantly, she was looking forward to what would happen next, as long as she was with him. And for Ben, he felt the same way, even if they didn't tell each other.

* * *

**The Next Day **

Ben, back in uniform, arrived at school with high spirits. Walking through the gate, he whistled a tune he'd heard his Grandpa Max whistle while driving the Rust Bucket. "Ben!" he heard and turned around to see Moka running towards him, "Good morning, Ben!"

"Oh, hey, Moka!" he waved. "Morning."

"Ben!" she shouted as she lunged at him, and then grabbed onto him in an embrace with him returning it… before biting his neck.

CHU!

"ACK!" Ben exclaimed as she began to drain him. Looks like his days in Youkai Academy weren't going to be dull after all.

* * *

**Next Chapter: Sucs to B-Us and Flies; Breakfast or Friend?**


	2. Sucs to BUs and Flies

**Ben 10 Alien + Vampire**

* * *

**Chapter 2: ****Sucs to B-Us and Flies; Breakfast or Friend?**

* * *

**A Week Later**

**Boys Dorm**

**Ben's Room**

The Boys Dorm was located in the far corner of the academy, next to the Girls Dorm. Ben's room was a single bed room, living room quarters, kitchen and bathroom. The alarm clock went off as she slammed the alarm off. He groaned as he finally got up, groaning with his hair messed up; he was dressed in a white T-shirt and black sweatpants, but the Omnitrix was still on his left wrist, considering it couldn't be removed only three ways: if his hand was chopped off, special alien tech designed to remove it, or his immediate death.

He scooted off the bed he was in as he sat up, and stretched out the kinks in his back. He looked around as he took in his new room. The bags had not been unpacked but the room looked pretty good. He was lucky the place wasn't something out of a horror film; otherwise, he wouldn't have been able to sleep at all.

After he had cleaned up, he dressed in uniform and walked out the hallway, preparing for the day for school. As he walked down the halls, he saw the other boys leaving for the school house as well. As he looked at them, he couldn't help but smirk at this change of pace. Most of the male monsters he had seen were all in their true forms. They had probably been half asleep as they ran around, getting ready for the day ahead of them.

'At least they don't pick a fight with one another,' he smirked as he pulled his backpack on his shoulders. 'Good thing they don't go for each other's throats like that Saizou guy. At least not that I know of.'

* * *

**Thirty Minutes Later**

A week had passed since the incident involving Saizou and the rumor mill had kept spinning wild tales about it. It would appear that a demonic aura like Moka-sama's wasn't one that could be ignored. Also, Ben was said to be able to turn into a strange western monster that nobody had ever seen or heard of before. A four eyed and four armed red beast that could match Saizou's strength. They suspected that he'd been the one to defeat Saizou so fantastically, but Ben knew the truth.

'Like they would believe me,' thought Ben. 'Moka was the one who finished him off. I just took him down because he started to get back up.'

Thinking about his friend's dark side freaked Ben out a bit. Even if she was completely and utterly hot, Ben knew not to mess with a woman like that. She could snap him like a twig easily, Omnitrix or none. However, Moka was the only person in the entire school who knew he was human. She was also the only person who knew about the Omnitrix. It still fascinated her that a device like that existed. Her friend could turn into any number of aliens whose DNA was housed in it. It made her rethink of the existence of intelligent life beyond Earth, and she herself wanted to explore space after hearing of Ben's adventures in the past.

Ben felt that it was a little ironic at how all the students, and faculty members here were monsters disguised as humans. He was a human trying to pass of as a monster who was disguised as a human. The Omnitrix could help him convince others he wasn't human, but with so many forms to choose from, he may cause a lot of confusion.

Ben actually became a better wielder of the Omnitrix over the years. He found out how it worked, though not as perfectly as he would've intended. He still couldn't find the Master Code, which would allow him to switch into alien form at will or switch between them without needing to change back to human form. So far, the Omnitrix's full potential was still a mystery to him. He hadn't unlocked any new alien forms since 5 years ago, but he knew the Omnitrix could absorb alien DNA.

He eyed the students around him, as he walked past them for the day. Was it possible to absorb monster DNA? It wasn't human, but it wasn't alien either. Maybe he could get Moka to donate some DNA and he could try it out. Of course, he doubted he could convince her other side to do it. She gave him the creeps, and if he even asked if he could have some of her DNA, she may just take it the wrong way.

"OH, WOW," one of the boys hooted out, catching Ben's attention, "It's her."

"Yeah, that new student, Moka Akashiya."

"She's so hot, it's gotta be illegal!"

And sure enough, Moka was walking down the sidewalk, heading towards the school. Ben just had to smirk at the attention she was getting. However, she stopped, and smiled as she saw someone familiar to her. The trio of boys smiled and blushed crazy, thinking she was looking at them. But that changed when she ran past them, and went straight for her intended target.

"Good morning, Ben!" she shouted in joy to him. Ben heard before he was suddenly tackled from behind by the girl he had just been thinking about.

"Oh, Moka!" he blinked before he turned around to look at the girl. "Good morning."

The three boys sneered in anger, seeing their goddess give so much attention to a Gaijin.

"Aw man, what the hell is that about?"

"It's that damn Ben Tennyson again," one of the boys gulped, "It's just a rumor, but they say that he transformed into some kind of red Hulk monster, and beat the crap of that woman-eater, Saizou."

Ignoring the boys, Moka smiled to Ben as she grabbed his hand, "Come on, Ben, we're gonna be late." And dragged him off as they made their way to the school, leaving the trio of boys to weep out.

"Damn that Tennyson!"

"Oooh, the Jealously I've got for that guy!"

"OOH, THE MISERY!" And they all shouted together, weeping to the heavens, "WHY COULDN'T THAT BE ME?!"

As they made their way, they slowed down a bit, as they got enough distance. But before they went further, Moka stopped Ben in his tracks, and lightly tugged at his sleeve to get his attention. "Um, Ben," she smiled, and then she whispered into his ear as she leaned up. "I need your…"

Ben sighed, knowing full well that this was gonna happen, "I know, I know." He rolled his eyes, as he pulled his shirt collar to expose some room for her. "Drink up."

"Oh, thank you! I overslept so I didn't get a chance to eat." She then bit his neck. "CHU!" She took some of his blood. She pulled away after licking her lips. "Oh, it's as delicious as the day we first met."

"Glad you liked it," Ben deadpanned, as he rubbed the spot she'd bitten. "I feel like a juice box." Ever since that day, Moka would occasionally bite Ben and drink some blood. It still hurt, even if Moka kept saying how much she enjoyed it.

"Oh, but it's so good. I think I might be getting addicted," she confessed.

Ben gulped. He imagined himself being drained completely. Of course, Moka was naked and so was he and…

He slapped himself in the face. '_Stupid thoughts_,' he thought. Moka was attractive, sure, but she was his friend. Still, the thought of dating her wasn't so unappealing. Maybe he could ask her out…once they got out of this school.

Moka looked at the deep thought look on his face, and asked, "Ben, are you okay? I didn't bite too hard, did I?"

Snapping out of his, he shook his head, "Nah, I'm okay. Just remember, I'm your friend, not your breakfast. Let's just get to class, OK," Ben told Moka. She smiled and took his hand as they both strolled into the entrance of the building.

People began to whisper as they watched the pair enter and unnoticed to the two, one girl had her eyes narrowed. She was pretty noticeable by one thing: the bouncy assets that bounced when she made a move back to the shadows.

* * *

**After Class**

**Lunchtime**

Ben was walking out by the lake, considering he and Moka were going to eat lunch out there. Frankly, Ben wondered if Moka really needed to eat normal lunch food, or if it was for the sake of disguise. Still, he wasn't going to argue eating lunch with a cute girl. The pink-haired vampire had a few things to do before she could join her friend, but Ben was more than willing to wait for her.

"As far as schools for monsters go, this place isn't so bad," Ben commented to himself. "Better than that prison satellite Tetrax brought me and Gwen to."

"Ohhhhh," a soft voice moaned from the trees.

"Huh?" Ben blinked as he turned to where he had heard the voice come from.

What he found was a female student stumbling out from the trees. She was wearing a variation of the student uniform with a yellow sweater vest instead of the green jacket. She appeared to have the same build as Moka; slender figure and fair skin. Her skirt was pretty short and her socks were bunched up on her legs. She had bright blue hair that was done up in a ponytail, with a purple hairband, and her face was really cute. But Ben's eyes trailed lower… and noticed that she had an impressive pair of boobs too.

'Woah! They're huge!' Ben blinked in amazement, before he snapped back to reality. 'Don't stare! This isn't the time! She's in trouble!' Ben called to the moaning girl. "Hey! Are you okay?"

"Ohhh, I think so," the girl moaned, taking notice of the boy, as she looked at him, pretty weakly, "I'm just having trouble standing up."

"Oh, here then," Ben replied as he reached down. "Let me help you up. I can help you see the school nurse."

"Thank you," the girl sighed softly. She reached up and grabbed Ben's hand before allowing herself to be brought to her feet.

SMOOSH

That was before she leaned into Ben and pressed her impressive mounds into his chest. Ben blushed an atomic red as he felt her rub her assets against him. It was all he could do not to think impure thoughts at the wrong moment.

"I…I think it's my chest," the girl sighed. "It just feels different today."

'I'll say it's different,' Ben thought with a blush. 'Why can't the girls back home be like this girl? No! Bad thoughts! Don't think that way!' If he ever thought like that Gwen would slap him. Heck, any girl he didn't know would slap him. "Well…um…maybe the nurse could…um…take a look."

"Oh, thank you so much," she sighed with a smile. As Ben helped her along, she had a wicked scheming smile spread across it.

* * *

**Later On**

After a while, they had walked all the way back ot the school ground, and not too far to get to the nurse's office. Ben held onto the girl, in fear that she would fall again. She didn't seem too weak, but she seemed to be out of breath. Ben guess whatever the poor girl was suffering from, it couldn't have been anemic or heat stroke. Ben looked in front, and saw they weren't far behind to the Nurse's office, "Just hang on a little more; we're almost there."

"Oh, you're so sweet," she purred. "You walked me all the way here, with no second thoughts about doing so. You really are a gentleman."

"I'm Ben by the way. Ben Tennyson," he introduced himself.

"Oh, I know," she smiled.

"You do?" Ben blinked.

"We're classmates."

"We are?"

She nodded, as she explained, "Yeah, I sit in the back of the class, behind Komiya." But she shrugged, and quietly pouted, "But it was pretty obvious that you didn't see me before. You probably don't notice at all, since your attention is always on Moka."

"Well, she is my friend," Ben confessed.

"Maybe I can change that," the girl whispered in a smirk, but then she started feeling faint again, as she nearly toppled over.

Luckily Ben caught her in time, as she leaned on him for support and breathed steadily. Seeing her in such distress, Ben's decision to get her to the medical facility was confirmed. "That's it. We've got to get you to the nurse's."

"I'm really sorry. It's all because of this condition with my body," the girl confessed on that, as she got closer to him, "Every now and then, my breasts sort of cramp up."

Ben cocked an eyebrow as he asked, "Condition?" but when he heard that last part, he blushed up the whazoo, and gulped, "Wait a minute! Your breasts?!"

"Yeah," she answered, and smooshed into him, rubbing and grinding her breasts into him seductively, as she explained, "They get all tight, like they were being squeezed or something. It feels like they're gonna pop open any second. They get so swollen, and they get so tight, don't you see?"

As she continued to rub her impressive chest against him, Ben did the best he could to resist the urge to grab them himself. Even though he was fighting the urges he was getting from this, it was becoming inbearable with every second. It was almost as if while she was doing this, he was becoming helpless to do anything. 'Just keep telling yourself, she's a monster like everyone else in this school,' Ben thought to himself to cool down. But that stopped as the girl continued to feel herself up to him, as he started to relax, 'But… she's kind of cute, and that feels…'

"Ben?"

Ben snapped out of his train of thought, and looked to the girl, "Um, yeah?"

She looked up deeply into his green eyes; an irresistible look of cute innocence was shown in them. Ben suddenly found himself feeling a little lightheaded. "My name is Kurumu Kuruno. And I want you to be my friend, okay?" Then almost a sudden, her eyes glowed a bit, sending a sort of allure in him, almost as if her gaze was putting him into a spell.

"Uhhhh," Ben mumbled, feeling lightheaded and confused. 'Whoa, her eyes are beautiful,' he thought as the daze hit him hard. She smiled, seeing the glazed look upon him, and leaned into him, pressing her boobs into him again, 'And she's got those ridiculously fabulous boobs!' he looked to her and smiled, "Be your friend? I'd love to be friends with you, Kurumu."

And when her eyes stopped shimmering, Ben… had this uncontrollable urge to hug and hold her in his arms. And he did so as he instantaneously hugged her, causing her to cry out in a giggle or two, "Ooo! Ben, what are you doing? You're such a naughty boy!" and hugged him right back, progressively enjoying every second of it.

"So," Kurumu purred as she traced lines up and down Ben's chest. "I heard you can change into a red four-armed monster that no one has ever seen before." She then Can you show me? Pretty please?"

"Sure," Ben mumbled in a daze. Raising the Omnitrix, he activated it. He scrolled through the alien forms that he had access to before landing on Fourarms. Pressing down on the Omnitrix, he let the change begin. "Fourarms!" the crimson Tetramand called as he appeared from the flash of light.

"Wow! I've never seen a monster like you before!" Kurumu cried in amazement. She stepped forward and ran her hands across Fourarms' muscled chest. "Hmmm. Ripped and muscled too!"

"Hey, watch it with the hands," Fourarms frowned as he backed away. "Using your chest was bad enough."

"Huh?" Kurumu blinked, looking rather shocked that he was acting… normal. "You can think clearly again?"

"What do you mean, I can think clearly again?" Fourarms frowned. "Why did I change anyway? Did you do something?"

Before Kurumu could answer, Moka shouted, "Ben!"

"Oh, hey, Moka," Fourarms waved.

"Why did you change?" Moka asked and she noticed Kurumu. "And who are you?"

"Oh, just passing through," said Kurumu innocently while holding in her ire. She then acted like she was swooning, almost as she had just escaped a near-rape crime, as she cupped her face, "Before I bumped into Ben, I was nearly attacked by some horny and rather sexually assaulting students." And then looked to Ben all dreamy, "When suddenly the Hero of my dreams transformed and clobbered then into next Tuesday." She then winked at him, "And in either form, he was so good-looking doing it. Don't you remember?"

Moka looked to Fourarms, and asked, "Is that true?"

"Um…" Fourarms scratched his head. He touched the Omnitrix symbol and in a flash of green light he was back in human form. "Maybe, but that was weird. I don't remember activating the Omnitrix, or even remember getting into a fight," said Ben as he scratched his head while looking at his Omnitrix. "Weird." But he did look to her and asked, "But I do remember you needed to go to the infirmary. You okay?"

"Oh, I'm feeling better. Thanks for the concern," said Kurumu with a wink. "Hey, Ben. Let's go to class, okay?" her eyes then glowed, looking in his eyes, as the same thing that took control of his mind started over again.

Once again, Ben's eyes glazed over, and he was in a trance, as he mumbled like a zombie, "Sure, Kurumu. Let's go."

Moka nearly froze in her tracks as she saw them both take off. But she shouted to stop him, "Ben, wait! Hold on!"

"No," he still spoke out in a hypnotic daze, "I don't wanna be your breakfast juice box." That last comment froze Moka iwht a look of horrified shock on her face. As did Ben, as he didn't realize what he had just said, 'What the hell? Why did I say that?'

"She uses you as breakfast?" Kurumu questioned in a mock horrified tone, and turned to face Moka before they disappeared, and smiled victoriously, "That's just so terrible; some friend she is." Once that was said, they disappeared, leaving an emotionally hurt Moka.

* * *

**Later On**

**At Class**

However, things changed as soon as Moka left for their homeroom class. As soon as she entered, she saw Ben, sitting at his desk, and looking out the window. She smiled brightly, knowing that nothing bad had happened to him. But as soon as she walked forward, she noticed someone sitting next to her desk, and looking at Ben with a longing in their eyes. Knowing full well as o to who it was, it was the girl, Lilith Kurumu Kuruno.

And as Moka walked over to her desk, Kurumu looked at her with a sort of vindictive vicious nature. Unknown to Ben at this point, though he felt a chill up his spine at this second, the moment Moka sat down and made eye-contact between the new girl, sparks suddenly shot back and forth between the girls.

'I don't get it,' Moka questioned as she looked to Kurumu, 'They just met today, so why is Ben so… clingly to her?'

Kurumu smirked smugly at Moka, 'Hmph. She's staring right at me. Your time as the school's #1 Beauty's comin' to an end, Moka Akashiya.'

The two girls just locked into each other's eyes, a sudden spark of rivalry/competitive nature locked between the two. It was almost as if sparks of electricity were shooting out towards them. But as the two were sizing up to scratch one another's faces off, Ben was going over on what happened earlier.

'What happened? This morning, I just spent time with that girl, Kurumu,' Ben told himself, going on over in his head as he took notes during the class, 'And even worse, I said that horrible thing about Moka using me as a meal substitute,' he grumbled to himself as he grimaced Moka's arrival. At first he thought she'd get PO'ed at him, but she seemed more likely to get into a silent catfight with that new girl. He sighed as he told himself, 'I need to talk to her later after class.'

As both Moka and Kurumu looked at one another in competing rivalry of sorts, Kurumu looked at Moka a little evilly as she thought, 'Just a little more….'

It was just then that the school bell rang signaling the class to be over with. Ben got up as he turned around… only to find both of the girls gone. He then gulped at this, "Oh, this is not good."

* * *

**After Class**

"I can't believe this," Moka fumed as she snapped open a tomato juice can, and drank it, "That over-the-hills floozy. She thinks she can just use Ben like some sort of glomp toy!" She then finished her drink as she nearly crushed the can with just one hand as she fumed out even more, "And then there's Ben! Geez, he's completely gone head over heels for her! What was all that talk about me using him as a substitute for breakfast? I thought he actually cared about me? He just talks smooth just for show! That jerk! Stupid-head! Dummy!"

She finally calmed down, as she tossed the can away. She slumped as she sighed deeply, sounding rather depressed, and looking rather sad as she looked at her feet, "Do I... do I really just use him like a carry-on snack?"

"You, Moka Akashiya!" a familiar voice called out. Moka looked around, alerted by the voice, as it spoke up again, "So… I hear you're a vampire, eh?" this time, Moka found where the voice called up from: the stairway. There, she saw Kurumu sitting on the railing with her legs crossed and looking down at her with a smug smirk on her face, "That's at least the rumor being spread around about you." And then she hopped off the railing, causing some of the students, who didn't hear what she said, to look in horror as she fell off the stairs.

Then in a surprising turn of events, she landed gracefully in a crouched position, and then stood upright in front of the two girls, letting go of their shock.. It didn't escape any male's notice that her skirt had flipped up and revealed her panties on her way down.

"Woah! Look at that girl!"

"White panties!"

"She looks frail, but her boobs are huge!"

"Who knew there was another babe like Moka in the school!"

"My name is Kurumu Kuruno!" Kurumu announced as she pointed at Moka. "And I'm challenging you for the title of the school beauty! In other words: I'm here to declare War upon you, Moka Akashiya."

Moka blinked for a few moments in utter confusion. She was silent for a moment more before she pointed to herself, "Me?"

"Yes, you!" Kurumu frowned. But she smiled again as she explained, "You see, I've got this big plan that I've been working on since I got here, but you keep getting in the way." Kurumu struck a seductive pose and explained, "It's a simple yet master plan of mine, ever since I came here. I intend to turn the entire school campus into my personal harem… and to turn all the boys into my love slaves." She then shook her hips, allowing her boobs to jiggle again, causing all the boys around to blush madly and spew blood from their noses as she went on, "They were all falling pretty well into my 'Booby' Trap. Plenty of boys were falling into it; I mean, I am a succubus, after all."

"A succubus!" Moka gasped. "But, wait a minute. You can't reveal your true form out loud like that. It's against the rules…!"

"But…!" Kurumu interrupted her, as she frowned, looking at Moka with fire in her eyes. "Ever since the day when you showed up, every one the boys here have been drooling over you when they should be drooling over me! You're interfering with my master plan!"

"But…but…!" Moka sputtered, trying to defend her position, but she was really at a loss for words.

"But… luckily, I have a contingency plan," Kurumu explained, and then smirked as she pointed out, "And that's where Ben Tennyson comes in. A good-looking girl, hanging around a semi-cute foreign fellow like that will only advertise one thing and one thing only: Boys desire what they can't have," she then placed her hands behind her head as she shrugged, "When they see me with him, all the boys will drop whatever skank, especially you, they're hanging out and come flocking… to me… right after I dump Ben's butt like a sack of potatoes."

"What?!" Moka gasped. "That's stupid! Ben has nothing to do with this."

Kurumu shot back, "So what? I don't care about what happens to him, as long as my Harem plan goes without a hitch!"

It was then that between the two girls, a fiery aura was around them, emphasizing the jealousy and anger that was directed towards one another. Anyone around them saw this as one of the boys gulped, "Those two are going at each other with a huge unhealthy dose of jealousy."

"It's gonna be a major cat fight going on."

""There you are, Moka," Ben called out as he ran over to the girls, getting their attention, especially Kurumu, "I was looking all over for you girls. You just took off after class."

"I take it back," one of the boys gulped, "This'll be hell; a real downpour of blood over on this end."

"I almost feel sorry for Tennyson."

"Ben…" Moka smiled, a little relieved to see her first friend ever.

Ben, looking a little ashamed about what had happened, nervously tried to apologized, "Um, look, Moka… about what happened with me and Kurumu…"

But then suddenly, Kurumu ran over to Ben and embraced him in a hug, as she cheered, "Ben, my hero!" she then snuggled up as she rubbed her cheek up to his, "Oh, I missed you so much!"

Not really in the mood for it, Ben lightly pulled her away as he started out, "Sorry, Kurumu, but I really need to talk to Moka."

However, Kurumu wasn't about to give up yet, as she looked at him in the eye with her eyes shimmering, "Love Charm."

Suddenly, Ben felt that strange control over him, 'Oh no, not again,' and his eyes suddenly glazed over in a trance. It was then that he smirked at Kurumu and then spoke out in a deadpan voice, and pulled a smirking Kurumu back into his arms, "I'm sorry… I guess there wasn't anything to talk about…"

"Ben…?" Moka questioned. She shook her head as she warned him, "Ben, please! You've got to get away from her now! She's dangerous!"

"Oh, come on, Moka," Ben said tonelessly as he turned to face Moka. "I think she's sweet."

Pushing it harder for the vampire girl, Kurumu smiled as she shot out, "You know, I just noticed something, even from before. It's Ben's scent… it's rather intoxicating. Just like that of a human." That earned a stunned look of shocked fright from Moka, but Kurumu ignored that as she went on, "I'm probably guessing that's the reason why you always hanging around him. Just to suck his blood; that you just use him as a substitute for breakfast."

"No, that's not true!" Moka shouted, denying it completely, and looked to Ben to agree with her, "Ben, you know I don't see you like that, right?"

"She's right, you know," Ben spoke out, shouting in his head to stop, 'STOP, DON'T SAY IT!' Kurumu turned away and smirked, making a V-sign for her upcoming victory, as Ben spoke out hypnotized still, "Maybe that's the reason why you befriended me," Moka looked shocked by this, with a hint of fear and sadness on her face, as the hypnotized Ben finished, "I guess I'm just a substitute for breakfast, lunch, and dinner." But Ben shouted in his head, 'NO, THAT ISN'T TRUE! STUPID MOUTH, SHUT UP!'

This earned a huge rumoring crowd from the students present in the hallway. However, Moka didn't care about that as she nearly staggered behind, letting what Ben had just said to her sink in. "You're… you're wrong, Ben… " Moka weakly said, as two tears suddenly ran down her cheeks. And then finally, she ran out of there, crying quietly and softly.

Kurumu smiled victoriously. She lightly chuckled at this, seeing the look and the tears go down her former competition's face, "See ya later, Loser!"

* * *

**Later On**

**Infirmary**

Kurumu laughed in the infirmary, as she cheered, "Yay! I made that wretched girl cry! I won! I won!" She eyed Ben who was with her, 'And I won a stud.'

After the little catfight, Kurumu took Ben to the infirmary, faking an illness so that she could take him somewhere private. The job was almost done, she just had to ensnare him with one final move, and the American exchange student, Ben Tennyson, would be her eternal slave. Luckily, the nurse was gone, so the two had the whole place to themselves. Kurumu was sitting on the infirmary bed, as she turned her seductive eyes on to Ben, who was sitting on a chair next to her. She couldn't help but imagine what he would be like. She had never bedded anyone yet, much less an American. She was curious as to what it would be like. But right now, she was just so happy that she had won the battle against Moka. So happy, that a purple tail with a diamond tip stuck out, waving around, making her look like a happy puppy.

It was just then, when Ben finally regained control of himself and saw Kurumu, he groaned a little, "Ugh. Wha… what happened?" As he shook his head a little, he remembered what he had said back in the hallway, and paled, "I can't believe I said that stuff to her," he then looked resolved to himself as he thought, 'No matter what or how I thought about it, I said too much.'

Kurumu smirked went on, only until she saw Ben standing up and looking serious, "Ben? What's wrong?"

"I'm sorry," giving her an apologetic look as he turned around to leave, "But I have to go and apologize to Moka. I can't leave things the way they are now."

Kurumu paled at that, retracted her tail, and ran up to him, "No, wait!"

Ben blinked dumbly before Kurumu pulled him closer and planted his face in the middle of her cleavage. If he was in the right state of mind, he would have been panicking at what was going on. As it was, he was just sitting there with his face buried in a girl's breasts. Fortunately, his mind was in the right place, but he was too distracted… and having trouble breathing as he was being smothered by a pair of oversized marshmallows.

"Oh, you're feeling down in the dumps, aren't you?" Kurumu purred as she smothered him for just a moment, "It's okay. Your bosom buddy's here just for you." She then put her hands on his shoulders and made him look up at her. "I know just the thing to make you feel better." Ben was blushing like crazy as Kurumu spoke softly. "I'll make you feel really good."

* * *

**Elsewhere**

Moka sat in between two buildings and sobbed uncontrollably. She was sitting with her back to the wall, with her knees pulled up to her, and resting her head on them. She had taken what Ben told her pretty hard; in fact, she couldn't get any more depressed by it any further. It was pretty much at that point; she started to wonder why she had become friends in the first place… friends with anyone at all, if she was the one using them completely. Was that really all she thought Ben as? A quick meal? It couldn't be. Still, it hurt a lot when she heard Ben accuse her of that.

She buried her head in her knees, sobbing, "I just don't know what to believe anymore."

"_How long are you going to sit there and cry?_" a tough female voice suddenly spoke out. "_You really don't have the time to mope._"

"Eh?" Moka gasped. She looked down and saw her rosario was hovering with the center glowing a blood red. "Who…who are you?"

"_I am your other side,_" the voice answered. "_I am using the rosario as a medium to talk to you._"

"Ah…but…but why?" Moka asked, stunned by the shock. She had no idea that such communication was possible.

"_Because you're being deceived!_" her other side snapped. "_That girl told you she was a succubus. They have the ability to control men through a spell called Charm. She did it right in front of you!_"

"R-really?!" Moka gasped in shock. "Then that means… Ben's under her control?"

"_Do you honestly think that Ben Tennyson would say something so cruel willingly?_" asked Inner Moka. "_That girl is using her Charm to make him her servant. However, it doesn't seem to have complete control over him. When he was transformed into Fourarms, her charm broke control almost immediately."_

Moka finally pieced it together as she spoke out, "I get it. When Ben's human, he's under the Charm's control. But in his alien forms, the Charm's broken."

"_Don't be relieved just yet; that isn't the worst of it._" Inner Moka warned.

"What is?" asked Moka fearfully.

"_If someone under the influence of Charm kisses the caster, they become the caster's slave for the rest of their lives,_" Inner Moka explained. "_I shudder to think what a vindictive girl like her would do with the power of the Omnitrix on her side._"

"Oh, no!" Moka gasped.

"_You have to find him before it's too late_," Inner Moka warned, and then went silent back in the Rosary.

"But, wait! Where can I find them! Tell me! Tell me!" the Rosario went silent, leaving Moka with questions unanswered. Getting up, she began to make a dash for the main school building. "Ben, no!"

* * *

**Back in the Infirmary**

Kurumu was about to pull Ben onto the bed to make her final move, but before she could even get her back on the bed, she felt him beginning to struggle. Close enough for Ben to lean on it, as Kurumu cupped his face, causing him to blush even more, "Uh, W-What are you doing?"

"Shhhh, don't move, Ben," Kurumu said, with a small blush flaring on her cheeks, "I'm… really nervous about this too," she then flared up her Allure Charm eye at him, causing him to go into another hypnotic trance as she got on her tip toes, "You'll be the first boy I've ever tried this ability on," and then leaned in towards his face as she seductively whispered, "And… a girl… never forgets her first. So please… don't run."

'It's no good,' Ben thought, trying to resist the urge to kiss her, but to no avail, 'I can't move,' she leaned in, getting closer to touching and tasting his lips.

Then suddenly, Ben snapped out of it and nearly scared Kurumu as he broke her hold. And then suddenly, he clutched to her tightly, in an embracing hold; with his arms around her, and her hands on his shoulders. The succubus gasped at this sudden burst of strength and surprising move. She giggled nervously for a moment, as she smirked, "Hey! Not like that… not so tightly! I told you, it was my first time!" but she smirked, thinking it to be her powers working on him, "I'm a girl; be gentle with me, okay?"

"I'm sorry," Ben said, earning a surprised and shocked look on Kurumu's face as he looked solemn on this. He then looked down, resting his head to hers as he started out, "I can't do this. I just can't, not when I hurt Moka like that."

Kurumu, after hearing him regain control again, looked distressed seeing her plan fall apart, 'H-H-How can he have broken the spell? One more 'Allure' should do it,' and tried to push him off his grip, desperate to gain him back in her control. However, she couldn't push him away as she tried not to hurt him, 'Wha…? How… how can he be this strong?'

"I said such horrible things to her," Ben stated, feeling guilty as he finished, "How can I be much of a friend to her, if I'm not with her or by her side when she needs it?" He then sighed sadly, "I'm a terrible friend."

Kurumu's eyes went wide as saucers with shock at this, 'No way! I hit him with a full Allure, and hit him with the full press…' She then lowered her head in shame… and anger as she whispered, "Is that girl really so great to you?" Ben looked confused as she slowly started to shake with anger, "You like her more than me? Don't you?" And then finally, her anger went overboard as she powerfully pushed him.

"I put all that work into seducing you," Kurumu growled, obviously getting ticked off on a high level. "Some of it was embarrassing too! And you just turn me down?!"

Now something was up. Ben had an instinctual perception of danger and Kurumu was starting to radiate danger in waves. Deciding to try and get out of a bad situation, Ben attempted to calm her down, "Hey, now just calm down."

"I did all those things to get you in control! I even humiliated myself by acting so weak around you just to get you!" she then looked at Ben straight in the eye, and boy could he tell she was pretty PO'ed, "ENOUGH! I'M REALLY MAD NOW!"

And then suddenly, the back of her shirt blasted open, as two purplish spike folds shot out. They were positioned at the point to where her mid-lower back was, and then the spike folds opened up, revealing them to be purple bat wings that stretched out to be twelve feet in length each as they stretched out. She arched her back up as her prehensile devil's tail whipped out. Kurumu then jumped off the ground, and her wings flapped alive keeping her afloat in the air.

"Ooooooh!" Kurumu growled. "If I can't take you from Moka, then I'm going to make sure she can't have you either!"

"I really should stop being surprised by things like this," Ben gulped.

"Come here!" Kurumu growled as she lunged at Ben.

"BEN, LOOK OUT!" Moka shouted, surprising the two in the room, as she busted in… and delivered a powerful flying kick right at Kurumu's ribs, causing her to get thrown out of the room with a sizeable force. Kurumu crashed through the window, letting out a surprised and panicked scream as she disappeared into the blackened trees. Moka stopped as she huffed all the air out of her lungs with each breath.

"Moka?" Ben questioned out.

"Ben, you have to run," Moka warned him, as she explained, "That girl's a succubus; she was using a spell call Allure to control you."

"Oh," but then he became relieved as he smiled to her, "So, then all that stuff I said to you… it wasn't really me."

Suddenly, they heard Kurumu, laughing across the distance, interrupting their moment. A shot of her tail fired directly at Ben, ensnaring around his neck like a lasso. And immediately, it yanked him right out through the window. "Ben!" Moka screamed out as she ran out, and grabbed him by the waist, pulling her along for the speed trip.

However, once Kurumu flew out, she realized the weight of hauling two beings was too much. Too much, in fact, that her tail's grip slipped, and both Ben and Moka started falling downward to the ground. Ben wrapped his arms around her, as he reached for the Omnitrix. "Alright, time to fly!"

Pulling up the alien of his choice, Ben pressed the face to begin the change. Ben's entire body shifted and mutated. His entire head was encased in a black carapace as four tentacle-like eyes popped out. His arms grew spindly as another set grew and his legs changed with them. His torso was covered in white carapace as a black abdomen grew out from his tailbone. A pair of orange wings sprouted from his back while the symbol of the Omnitrix appeared on his face.

"Stinkfly!" the alien insect grinned as he buzzed in the air.

* * *

**Omnitrix Encyclopedia**

**Stinkfly A.K.A. Lepidopterran**

_These aliens hail from a swamp-like world. They have the ability to see in four different directions and have the ability to shoot high pressure liquids from those eyes. The liquid can range from a flammable fluid to an immobilizing jelly. Their claws and stinger make for a good melee weapon. A weakness they have is their inability to swim and if water touches their wings, they lose the ability to fly. An odd annoyance to this species is the foul body odor they excrete, hence Ben's name for it._

* * *

With little to no effort, Stinkfly landed safely on the ground below, and let go of Moka. It was a moment of relief for them both, nearly falling to their deaths at that moment. But Moka looked to Ben, and asked, "Are you okay?"

"Never been better," Stinkfly answered, as he knocked on his head, "Good thing this form has an exoskeleton."

Moka sniffed the air, and realized that a horrible smell was present. Unfortunately, it was coming from the form that Ben had chosen, as she clenched her nose, "Um, Ben… I hate to say this but…"

"Yeah, I know," Stinkfly whiffed away some of the smell, "This form stinks, but it's a good flyer."

"Ben, pull off the Rosario," Moka demanded, earning a huge confused look on the four eyed bug alien's face. "I want to fight alongside you; if we both don't fight, we'll both be history."

"Right," Stinkfly nodded, as he reached for the Rosary, "I just hope the Other You isn't pissed off from what I said about you." But once he tugged at it, the Lepidopterran paled as he squeaked, "Ugh, we have a problem. The rosary's not coming off."

"Wha?" Moka paled in fear, "But that can't be; you pulled it off with ease yesterday."

"Ewww!" Kurumu gagged as she held her nose, flying over the scene above the two. "Please tell me that's not your true form!"

"It isn't!" Stinkfly snapped. "It's just one of the only ones I have that can fly without effort!"

"Good," Kurumu smirked. "I wouldn't want to ruin the image I have of you. No prepare to get swatted!" She zoomed in, Stinkfly nearly paled as he saw the speedy-flying succubus head straight towards him with her claws.

"Look out, Ben!" Moka shouted as she ran into him, pushing them both out of the way. Kurumu zoomed over them as she sped off to the other side of the room, and turned around to survey her targets… with a little blood on her right clawed fingernails.

"Ugh, Moka… you alright?" Stinkfly groaned as he got up, with Moka still on top of him. It was then that he heard a small whimpering groan escape from her as he saw her get up off of him, wincing from some pain. It was then that he drew his clawed hand back, and saw blood on it. He paled at this as he saw Moka's back; the back of her shirt sliced up and five claw marks on it, bleeding. He paled as he got on his knees and looked at her with much concern, "Moka! Oh go… we've gotta patch those up!"

"Ben…" Moka asked, hiding her pain with a smile, "She didn't hurt you, did she?"

He shook his head, "No, she didn't. But she…"

"That's good… ugh!" she winced a little, as Ben placed his hands on her small shoulders as she started, "Last time, you risked your own life in saving me," she then smiled a little at him as she stated, "Seeing that we're friends, I should risk mine to save you, as well."

"Moka…" Stinkfly said, a little touched from what she said.

"Moka Akashiya!" Kurumu shouted as he swoop-dived right at the two, "The rumors of you being a vampire was just all talk, eh?" as she swooped at them both, her fingernails extending out more and becoming ridiculously sharper, "It's just as well. You two can die as well; die in each other's arms!"

"NO!" Moka shouted, and then brought Stinkfly close to her as she held him, as she tearfully shouted, "Spare my friend, and kill me instead!" she then looked defiantly at the succubus as she shouted, "I'm the one you want!"

After hearing that, Kurumu sneered at that self-sacrifice moment, "You're still trying to protect your meal, are you?"

"You're wrong!" Moka shouted, getting Kurumu and Ben's attention. The Succubus stopped in mid-air, as she listened to what Moka was gonna say out loud, wincing from her still-bleeding back, "Ben isn't a meal; he's been there for me, helping me! He's my first friend and that's something precious to somebody like me!" her hug on Stinkfly tightened, fearing that she might lose him as she continued, "He protected me; now I want to protect him! I don't want to lose him!"

'Moka…' Ben thought as he looked at her with a smile.

"Your friend?" Kurumu spat out, her anger returning to her as she charged right back at the two, "DON'T MAKE ME LAUGH! Guys exist to become food and slaves to us Succubi! They're meant to submit to you! And I'll kill you before you prove me wrong!"

"No way!" Stinkfly frowned as his wings began to buzz to life. "You gotta catch us first!"

Picking up speed, Stinkfly held onto Moka and took off in the air, dodging Kurumu as she sliced through the trees that got in her path instead. The trees then slid downward, a perfect slash mark was shown on their stumps. This made the insect alien gulp as he grimaced aloud, "Yikes, if I'd have been too slow, she would've sliced through me like butter."

"Ben," Moka pleaded with him, getting is attention, "You've got to drop me. You can't fly with someone weighing you down."

"Forget it," Stinkfly flew defiant, but accidentally grabbed the Rosario… which snapped off. The Lepidopterran paled at the seal being broken once again, as he gulped, "Aw man, talk about bad timing."

Suddenly, in a crimson flash, Stinkfly saw that now instead of the Regular Moka, the Inner Moka was now in her place. Moka-sama frowned at the bug, and demanded, "Can you put me down? You reek."

Not wanting to face her wrath, Stinkfly landed on one of the branches, and allowed Inner Moka loose. But they weren't safe yet, as Kurumu was hovering right before them. But instead of attacking, she nearly fainted from feeling such enormous monstrous power emanating from the newly transformed Moka. "The legendary S-Class Monster, the Vampire," Kurumu nearly fainted from it; her brow dripping with sweat from just trying not to faint from such a power emanating from her target, "That energy, is this the true power and form of a vampire?"

Inner Moka just smirked at the terrified expression on Kurumu's face, as she taunted, "What's wrong? I thought you wanted to kill me? Don't' tell me you're getting too chicken?"

Kurumu growled angrily before she took flight and followed. Both fliers were in the sky and one was diving at the other, hoping to disembowel him.

Kurumu hissed, not backing down from this fight. She then pointed out, "I won't lose, even if you're both in different forms! I shoulder an important mission for my people! The race of Succubi is dying out! Therefore, each female has one great mission: to find a worthy male, capable of fathering her offspring!"

"Wha..?" Ben asked, now seeing the big picture of why Kurumu was doing all of this.

"That's why I wanted to enslave the boys at Youkai Academy. That's why I tried to enslave Ben!" and then she was starting to swell up tears as she shouted out, thinking of her people, "Because surely one of them is monster enough to be my destined other. My 'Mate of Fate' as it were!" and then she glared daggers at both Stinkfly and Moka, with tears streaming down them, "But you all ruined it all! Now I'm gonna make you all pay for this!"

"Moka," Stinkfly whispered to the Inner Moka, "When you see a chance, go for it." Before the Vampire could even ask, let alone scold back for ordering her around, Stinkfly flew up in the air, and blew a raspberry at the succubus. "Neener neener neener!" Stinkfly laughed as he stuck his tongue out at Kurumu.

"Get back here!" Kurumu hissed as she lunged for him again, forgetting all her frustrations for Moka.

The angry succubus lunged at Stinkfly again, aiming to slice off his wings. A wobbly eye turned to see if she was on his tail and wasn't disappointed to see Kurumu. Within inches of hitting Stinkfly's body, the alien insect buzzed into the air, avoiding the attack.

"Take this!" Stinkfly buzzed before shooting streams of green slime out of his eyes.

Kurumu was hit with the green slime, which pushed her down towards the ground. She hit a tree, but the slime solidified into a jelly. The succubus struggled with the substance, but it was proving uncuttable by her nails.

"Gross!" she gagged. Finally, she pulled off the slime, and saw Stinkfly hover in front of her. She snarled as her claws sharpened, "Why you! I'm gonna…!"

"You're going to do what?" Inner Moka spoke up behind her. The Succubus froze up, as she felt her tail being snugged, almost as if it was being pulled at. And it was, as she looked around, and saw that Inner Moka had snuck behind her the entire time she chased Stinkfly, just so the Vampire could get behind her.

"N-No!" Kurumu shouted defiantly, "I can still…!"

"You should've quit while you're ahead," Inner Moka seethed, as she yanked Kurumu's tail painfully, and jumped over her, "KNOW YOUR PLACE!" And delivered a powerful kick to the succubus's stomach. However, the immense strength and power that she now possessed, sent her flying across the forest, and straight to the ground, skidding along the ground as she was knocked unconscious.

Stinkfly flew to Inner Moka as he laughed, "AHAHAHAHA! Serves ya right!" however, he didn't notice Moka even try to laugh at all, but just hop to where Kurumu had crashed into. "Oh man," Stinkfly muttered, as he flew after her, "This can't possibly be good."

* * *

**Kurumu's Location**

Kurumu, who was knocked out for only a few minutes, woke up, feeling sorer than ever. She flapped her wings, making sure that they were working still, and used her arms to lift herself up as she knelt upward. Though she fell back on her hands, leaning a bit, gasping for air as a sharp pain hit her chest. She remembered how Moka suddenly transformed like that, and with immense speed and strength, knocked her out with one blow.

She mentally cursed herself, 'Dammit! Dammit, why am I so weak? And to be beaten by her nonetheless?' however, she realized her plan was over with, now that she was defeated. Fighting the urge to cry, she whimpered, "What am i… what am I supposed to do now?"

"I can think of an answer," Inner Moka landed nearly five feet from the succubus. Kurumu nearly paled in fear, seeing that Inner Moka wasn't going to give up fighting her. The Succubus nearly cowered in fear, being shadowed by such enormous and demonic energies.

Whimpering, she bowed her head, and quivered, "I'm sorry… I'll stop, I promise. Please…"

"After what you've done, I hardly believe any promise you'd make," Inner Moka hissed, "So I'll do you a favor and chop off those wings and tail, so that you won't fly ever again."

Kurumu was shaking at this point, tears started to form in her eyes as she whimpered, "N… no, not that. Please forgive me…"

"Moka, stop it!" Stinkfly shouted as he landed over and stood in front of Kurumu, transforming back into Ben, and shielding her.

Inner Moka sneered in annoyance as she snarled, "Get… outta the way," he then pointed to Lilith, making her flinch, as he stated, "Not only did she trick you, but she tried to kill you as well."

"I know that," Ben replied, still standing in between the two, hoping to do his best to reason with her, "But I also know now that Kurumu's intentions weren't malicious in any way," this caused Kurumu to look up to them both in surprise, as she saw the boy she had manipulated and was trying to kill a while ago, suddenly defend her.

"Oh, really?" Inner Moka asked as he pointed to the succubus, "And how do you know that?"

"Because you know that too," Ben answered with a genuine smile to her, causing the more mature Vampire girl to look confused, "Because when I look at you, and at her, I just know… that you both aren't in the least bit, bad people at all." He then slowly but cautiously walked towards Inner Moka and placed in her hand the Rosary, and looked to her, "Right now you just look bad…. So please… don't prove me wrong about you. I know we can all get along as friends now."

Kurumu just looked at the two for a moment, slightly stunned that she was being protected by this boy nonetheless. What Ben said about being friends, him protecting her, was just too much for her heart to take. Finally, in a mixture of sadness and happiness, the blue-haired succubus started to cry at that moment, wiping away at her tears.

Finally, the Inner Moka closed her eyes and let out a small smile, sighing in defeat. She then looked at Ben as she responded, "Don't be so serious," and then brought her right hand up, still holding on to the Rosario, "Ben Tennyson, you misunderstood. I just didn't want her to steal you. Your blood's too precious to give up. Don't mix me up with the Outer Moka; I'm nothing like her."

Ben cocked an eyebrow as he shook she head, and gave out a half-smirk, "Keep telling yourself that."

Inner Moka shook her head, as she snapped the Rosary back on, returning back to the Normal Moka. She then collapsed forward, being caught by Ben in the process. For both the boy with the most powerful device in the Galaxy, and the cute/sexy vampire girl that was his friend, it was just another day for the two. But one thing popped into Tennyson's head; a question that would haunt him for as long as he was attending Youkai: which was the real Moka?

* * *

**The Next Day**

Things had returned to normal as both Moka and Ben were walking towards the school that day. But along the way, Moka had told him how she knew he was in danger. To say the least, he was deeply surprised by what he had learned. "Your other You spoke to you through the Rosario?"

"Yeah, it was kind of surprising," she said aloud. But then she looked worried, and was a bit frightened when she spoke her thoughts out, "I wonder if that means the seal is starting to break."

Ben gulped as he muttered, "I hope it's not because of me." He thought about it, and wondered if the seal did break, how would the Inner Moka, perhaps the true Moka, would be around him? He shook his head of the negative, and shrugged, "Well, that Inner Moka… she may not think it, may not even admit it," and then looked to the Moka he knew now, "But you're both my friends, and I don't care nonetheless…" he unbuttoned his collar, exposing his jugular vein, and smirked, "Drink to your heart's content."

At such an invitation, all Moka could do was blush profusely at such a declaration. She smiled at Ben's resolve, and leaned close to him, "Oh, Ben…"

"Good Morning," Kurumu called from behind, startling the two to break away from their lovey dovey moment. The succubus girl held out a small basket, wrapped and clothed, as she smiled, "Hi, Ben. I made some cute little cookies for us. Just so we can share them together; I hope you like them."

The two stunned a bit, as Ben asked, poiting to himself, "Um, okay. But why did you make them for me?"

Kurumu blushed a little as she closed her eyes, looked away, and playfully smiled, "Oh come on, you tease. Didn't I mention that I needed to find my 'Mate of Fate'?" she then looked at Ben as she answered, "Well, I discovered last night… it was you!"

Everyone was quiet for a minute, until both Ben and Moka finally shouted out, "WHAAAAAAAAAAAA?"

Kurumu nodded as she ran over to Ben, nearly chest-pressing him again, "It's your fault, you know. Seeing that you nearly risked your life to protect me like that. Even when you weren't in one of your true forms. I mean, would have to suspect that of a Doppleganger." She then squealed as she nearly screamed out, "That gentle nature, those good looks, that human scent… and all that animal aggression in one handsome package! I'm in love with you!"

Moka growled at that and took Ben's free arm as she pulled him away, "You've barely known him for a few days! You can't just fall in love with him on the spot!"

"I can too, and he is so!" Kurumu frowned as she pulled Ben back by his torso. "We're meant to be!"

Ben was starting to get a headache, as the girls started playing tug of war with his arms. What had he gotten himself into now?

"No, he's mine!" Moka lunged forward and bit his neck. "CHU!"

"OW!" Ben exclaimed. "Why does this always happen to me?"

* * *

**Next Chapters: Love is a Witch; the Borders Between Beings**

**Give me any ideas, if you got'em.**


	3. Love's a Witch

**Ben 10 Alien + Vampire**

* * *

**Chapter 3: Love's a Real Witch;** **the Borders Between Beings**

* * *

**Boys Dorm**

**Ben's Room**

Ben was at his desk in his dorm bed room, writing a letter for his Grandpa Max, explaining to him about the events that had taken the first three weeks on campus. Not to mention the two girls that were now in his life, Moka Akashiya and Kurumu Kurono. However, this one would be the unedited version, as he would be sending another one to his parents. Though he would still mention of the friends that he had made; if he had ever come home and the girls had followed him there, he'd have to explain it in great detail. So this way, he could give them a heads up as to what to expect in the future. The problem was that he wasn't sure what to write about, and there was a lot to write about. After all, it wasn't everyday a kid who could change into over ten different aliens ended up in a school of monsters.

Tapping his pencil on his desk, he then started to write,

_Dear Grandpa Max, _

_Thanks for telling me about Youkai Academy. You were able to get me ready for what I was going to face. And, thanks to the Omnitrix, I was able to hide my human status, just like you and Gwen said it would. I have to admit, a lot of stuff has been going on here. I've made some pretty good friends. They may be monsters, but they are good people. Their names are Moka Akashiya and Kurumu Kurono. Let's just say life isn't really dull with them around…_

Ben continued to write, mostly about how he'd met both girls. He chuckled at how his parents, and Grandpa would react if they had ever met them.

_The first official friend I made was, well… perhaps the cutest girl that's on campus, Moka Akashiya. To put her in terms, I think they would be, in a lack of a better set of words: the Perfect Girl. She's pretty, kind, thoughtful of others, sort of the Girl Next Door. That's one half of her, the other half is a calm and collected and classy lady. A warrior through and through, with a tough exterior, though just as hauntingly beautiful as the other side of her. Though she won't admit it, but she's got a big heart, and cares deeply about others. If only that prideful side of hers didn't get in the way. But the big thing about her, is that she's the only one on campus that knows my secret, and doesn't seem to care that I'm a human. Plus, she seems to have the hots… for my blood. Apparently, it's like catnip to her._

_And then there's Kurumu Kurono, the second beauty queen of the whole academy, rivaling that of Moka. That, and she's the only girl with the biggest… assets there are. She may act seductive most of the time, but in honesty, she's pretty innocent, and deeply believes in love in all its purest forms. At first, I thought she was kind of pig-headed, but she's actually pretty kind-hearted. And she doesn't make it a secret in that she's got a massive crush on me. I should know, whenever she says hi to me every morning, she smothers me with her marshmallow chest._

_It's been interesting to say the least but I'm dealing with it like a Tennyson. You'll be proud of me, Grandpa. Oh, and tell Gwen I said hi. _

_Hope you're both doing OK. _

Ben stretched and tapped his pencil against his chin. "OK, now how am I gonna get this letter delivered?" Despite the fact that this school was up to date in computers and equipment, there wasn't a phoneline internet service, email, phoneline, not even postage mail at all. He even tried to use his cellphone to call home, but because of the barrier protecting the school, the signal couldn't get through. And in truth, he didn't know when they would get these things, or if there were ever going to be such a time when it would happen.

He hadn't thought this thing through.

* * *

**The Next Day**

A new day had arrived at Youkai Academy, and Ben was just heading downstairs. He could see some of his dorm mates just waking up, and some of them had accidentally assumed their true forms. One had a pig's head, another guy looked like Two-Face from Batman, while another had an elongated neck. Shaking his head, Ben headed for the exit. He was thankful that his dorm room had a shower.

He walked out of the dorm building and took in his surroundings. "Still feels like I'm in the middle of a horror movie set." He chuckled, expecting a monster to jump out from the bushes and attack. Well, one monster in particular. Moka would definitely show up and give her one of her good morning kisses/bites.

He'd seen vampires in movies, and in full honesty, Moka was definitely not like them. Nowhere close to Gary Oldman's Dracula, Twilight's Edward, the Queen of the Damned Akasha, not even Jerry from that new Fright Night film. She wasn't undead, she didn't transform into some kind of hellbat monster like in Van Helsing, and she wasn't affected by sunlight. She did even get sun burnt. To Ben, she just looked like a hot and average girl with that girl-next-door charm.

Kurumu, of course, would throw herself at him and suffocate him with her breasts. 'Wouldn't be a bad way to die, though,' he grinned perversely.

Shaking his head, Ben continued on his way to school. To most people who'd heard the rumors, Ben was in truth a western monster who was ten feet tall, with red skin and four arms with the strength to match. They didn't know the Omnitrix and it would stay that way. Only Moka knew and Ben trusted her. Kurumu, or anyone else, well… he figured that the less people knew about the truth, the better. In retrospect, if he had been found out, he could probably go XLR8, and speed out of there, taking Moka with him. Though what to do afterwards… he sighed, knowing full well that the idea was an option, but he didn't know what Moka would do afterwards if she had known and didn't have anywhere else to go.

Whistling a tune, Ben walked through the gate, only to have Moka suddenly appear at his side. "And a good morning to you, Moka!" he greeted.

"Good morning, Ben," she smiled softly, twiddling her fingers together and asked shyly, "Um, may I…?"

Ben sighed. "Fine," he stopped walking and pulled down his collar, once again exposing his neck to her. "Breakfast is served." He'd grown used to Moka's habit of biting him in the morning and drinking his blood. Luckily, she didn't take more than she needed. He didn't want to pass out in the middle of school due to loss of blood, let alone die from it.

"Thank you," Moka beamed before leaping at him in a close embrace, and then biting. "CHU!"

Ben shivered. Was he turning into a masochist because the bites were starting to feel good rather than painful? After drinking her fill, Ben rubbed the spot she'd bitten. "Another hickey, huh?"

"Hickey?" Moka blinked, unfamiliar with the term.

"Oh, that means-"Ben began, before he was glomped from behind. The softness pressing against him gave away his attacker's identity. "Hi, Kurumu."

"Hello, sweetie," she purred. "So, about my offer…"

"No," Ben sighed. "I don't want to go to your room late at night, and sleep with you."

"Kurumu!" Moka scolded her for such a perverted suggestion.

"Phooey," Kurumu pouted, reluctantly detaching herself from Ben's back and walking in stride with Moka and Ben. "I'll get you eventually though. You can't fight fate."

"Watch me," Ben commented under his breath, "I fought worse fates than that one."

And she blew a raspberry as she taunted, "And don't try to deny it, Moka. I know you wanna get under the covers with Ben as well."

Blushing at that thought, both Moka and Ben looked to each other for a split second, but turned their gazes away to avoid any further embarrassment. "I think they're posting the midterm results today," Moka commented, making conversation and hoping to avoid the earlier topic brought up by Kurumu. She looked to the two and asked, "How do you think you did?"

"Don't remind me," Kurumu grimaced.

"I…try not to think of such things," Ben chuckled nervously. He had studied of course, but he didn't have much confidence in his academics.

"Well, I hope I do well," Moka smiled. "Do you want to go with me to see the scores later during lunch, Ben?"

"Uh…sure," Ben nodded. It was getting increasingly hard to say no to Moka for anything these days.

"I'm going too!" Kurumu quickly spoke up. She instantly latched onto Ben's arm, practically laying claim on him.

"I invited Ben, not you!" Moka huffed as she grabbed Ben's remaining arm.

"I'm not leaving my Destined One alone with you!" Kurumu snapped back. "Considering how I always noticed, you'd probably drain him dry at the first chance!"

"I would not!" Moka retorted. "Ben's my friend, not a food substitute!"

"Can we just go please?" Ben groaned. This was getting to be the usual morning for him.

* * *

**Later On**

**Schoolyard Plaza**

Ben, Kurumu and Moka stood among the students looking at the midterm results that were posted on the wall. Ben was trying to look for his score. He hoped he did well. He didn't want to fail, but he wasn't the best student. The only reason he could do his homework was because of Grey Matter, and he couldn't very well change in the middle of an exam, could he? Here it would probably be seen as a form of grand-scale cheating. He was gonna have to pull it together and do his homework better without the use of his Galvan form eventually.

"I'm number 13!" Moka cried in surprise. "Yay! I knew that extra studying paid off!"

"Congratulations Moka," Ben chuckled before he turned to see where he had ended up. It took him a while to recognize his name in Japanese figures, but he found it. "Oh, 128. Well, I suppose that it could be worse."

"I'm sure you'll do better next time," Moka said encouragingly, as she patted him on the shoulder. She then whispered a bit, making sure that Kurumu wouldn't hear her, "Well, if you want, maybe after the school days... we could go to my room and study together."

Ben was a bit taken by that; never once in his life did a girl ever ask him a question with the words 'Room' or 'Together'. Not wasting the chance, Ben nodded silently, "Sounds like a plan."

"288?!" Kurumu screeched from where she was looking at her test scored. "Awwwww!"

"I guess Kurumu didn't do so well," Ben chuckled.

"I suppose not," Moka sweat dropped.

"Though for others, I think the grading goes a bit different for everyone else," he grimaced, as he looked at three ogre-looking students… who looked to be complete morons.

"Yeah, I came in 221," a purple skinned ogre cheered.

"I'm 222, all deuces. Alright," a darker purple skinned ogre.

The last one was a green skinned ogre, with his tongue sticking out, looking all moronic, "Oh, man, I'm so jealous!"

Both Moka and Ben chuckled at the awkward differences between the joys and sorrows of this grading, as Ben half smirked in worry, "Oh well, I suppose it could've been worse." Speaking of worse, he had remembered the slash scars that Moka had gotten from Kurumu from their first battle, and asked, "Um, Moka? I forgot to ask, but are you okay from, well… I mean, does your back still hurt?"

Moka was a bit taken by surprise, but shook her head as she smiled, "Oh, don't worry, Ben. Don't forget, I'm a vampire; my wounds will be all healed quickly, and won't leave a single scar. You shouldn't worry so much."

Ben shook his head, as he smiled to her, "Just because I shouldn't, doesn't mean I should shouldn't." a long pause went through that grammar error, and Ben slapped himself in the head, "Yeah, that didn't make any sense either."

Moka couldn't help but giggle, but smiled warmly, touched by his ever growing conern for her, "But still… I'm glad that you worry so much."

Ben smirked, "No problem, Moka."

"Ben…" Moka whispered warmly.

"Moka…" someone from afar whispered, going completely unnoticed as they gazed at the pink haired vampire. "Oh, she's so amazing."

As they were talking and while Kurumu jumped in to keep the two from going all lovey dovey, a younger girl made her way up to the test score board. She was around the age of eleven with a slim figure and clear skin; a petite frame considering she was just eleven years old. She had brown short hair that reached down on her chin, and brownish violet eyes. She wore the school uniform plaid skirt, but had yellow stockings with garter belts on them and brown shoes. She also had an electric pink sleeveless turtleneck shirt on with a brown corset, yellow bowtie, a small brown cape that went down to her ankles, wrist couplings, and a witch's had on her head. She seemed a little nervous, but still she looked at the board.

"Yukari Sendou…number 1," she read with a growing smile. "Great!"

"Well, well," a gravelly voice spoke up from behind the younger girl. "Looks like you got the top score again. Looks like you really did deserve to skip grades."

The girl, Yukari, turned around. In front of her was a teenage boy who was in the Youkai Academy uniform. He was missing the jacket and tie though. His skin was dark, as if it was tanned, and his eyes were slightly sunken in while his hair was almost white. His two cronies were pale and had sunken eyes with greasy hair. The leader also had an armband on that designated him as a class representative.

"Don't get a swelled head though," the Class rep hissed. "To me, you're just a little brat who is still stuck to mommy and daddy."

Yukari frowned. Before she could say anything, the class rep swatted her head.

"What is with your uniform anyway?" he growled. "I hate people who stick out!"

One of the chubby followers, eyed her down, and chuckled pervertedly, "That uniform's against school rules. You should take it off."

"Well, yeah, but this was a gift from my parents," Yukari defended nervously.

The Class rep shook his head disapprovingly as he mocked out, "AS your Class representative, the fact that you're even here is enough to give me a headache. So save me the sob story."

The Class rep and his goons all laughed together, irking the heck out of the little girl. From behind her, a pink heart-shaped wand with a blue pentagram was present, as the star glowed when she twitched the wand, even for a second. Then suddenly, from out of the air, three bath pans crashed right onto their heads. The three of them fell to the ground, groaning in pain at such a thing.

But Yukari laughed aloud, as she pointed to them, "HAHAHAHA! Serves you right, you stupid jerks."

The Class rep snarled, glaring daggers at the girl, his eyes slowly becoming yellow, and his fingernails becoming black and sharp. "Why you…" and charged right at her, as she just stood there, frozen as he attacked, "I'll teach you to mess with me, you prepubescent Brat!"

THWACK!

At the last second, and much to both the Class Rep and Yukari's surprise, Ben had run up, coming to the young girl's defense. Before the Class Rep had swiped at her, Ben ran towards them, slid forward like he was playing baseball and sliding to Home Base, scooped up one of the bathing pans, and smashed it right into the Class Rep's hand. The Class Rep doubled back in pain, stepping back as he shook his nearly crushed digits.

"Hey!" Ben shouted when the Class Rep focused enough from the pain. "Lay off her!" He stood up in front of Yukari, as she blinked at the boy who came in her defense.

"Stay out of this, Gaijin," hissed the student. "It's none of your business."

"When someone's in trouble, I make it my business," said Ben, reaching for the Omnitrix, should the need rise to go and use it. And this time, he knew what to choose.

"You know what she is?" hissed the student. "A filthy little witch!"

Ben glanced at Yukari and shrugged. "So what? I don't care if she's a witch or not, picking on a kid's just despicable!"

The student growled and two more boys stood behind him. "Looks like we need to show a witch sympathizer like you your place," he hissed.

"Ben!" Moka called, and the three students blinked when they saw the famous Moka Akashiya and Kurumu Kurono run up to the 'Gaijin'. "What's going on?"

"Just business as usual," said Ben, and glared at the Class Rep and his goons, "These slimeballs were picking on this girl, and one of them nearly transformed to take a swipe at her."

"That's so cruel," Moka cried out, and glared at the Class Rep.

"Well, let us in on it," said Kurumu, holding his arm.

The students' eyes narrowed. Even if they could beat up the 'Gaijin', each of them could get in trouble for beating on the Academy's most popular girls. "Let's go. It reeks," the Class Rep said to his cronies before they walked away. But not before the Class Rep snorted, "Filthy witch, and filthy witch sympathizer."

Ben watched them go, snorting in annoyance. Once they were far enough, he turned to see the younger girl.

"Are you okay?" Ben asked Yukari.

"That's so cool!" Yukari shot forward… hugging Moka, and ignoring Ben and Kurumu. "You saved my life, Moka Akashiya! Just you being around caused those guys to walk with their tails between their legs! You're my hero!"

Ben just stood there, feeling left out in the shadows, as his eye twitched, "And what am I? Chopped liver?"

* * *

**Later On**

**Lunch**

"Oh, I forgot to introduce myself. My name is Yukari Sendou. It's nice to meet you!"

"Nice to meet you too," Ben nodded. "My name's Ben Tennyson. These are my friends Moka Akashiya and Kurumu Kuruno."

"I've heard of all of you," Yukari nodded, as she looked to Ben and Kurumu. "One out of Two of the prettiest girls in the school and the American monster who doesn't belong to any known kind. To think I could meet you of all people!"

"Well, I know we're just that popular," Kurumu smirked as she ran her fingers proudly through her hair.

"I meant Moka," Yukari frowned. Kurumu face faulted.

"Oh," Ben chuckled. "I'm flattered. Say, how about we take these introductions to somewhere else? Say, a table or something?"

"Okay!" Yukari smiled. She grabbed Ben's hand and beamed brightly.

In the cafeteria, the trio learned quite a lot about Yukari. "So, you're a genius, huh?" Moka asked, rather impressed as she smiled, "That's very impressive for a girl your age."

"Sure am! Skipped up from four grades," she boasted. "The smartest girl in this school!" But she blushed as she looked to Moka, "But compared to you, Moka, I'm nothing that special."

"Four grades, eh? Guess that would make you about ten or eleven," Ben pointed out. "Well, it must be lonely without kids your own age here."

"It is," she frowned sadly, "Especially if you're a witch."

"What's wrong with that?" Ben asked, not sure of what she meant by that.

"You wouldn't understand," she looked away, not too happy openly about explaining it. But for some odd reason, she didn't want to explain it to him, for she seemed rather irked that he was talking to her.

"Try me," he said, insisting.

"Well, it's because…" she began to speak, but luckily she hastily changed the subject. She eyed the object on Ben's wrist and pointed at it quickly, "Hey, what's what?"

Ben looked down at the Omnitrix, and quickly covered it with his other hand. "Oh, just a watch. It's nothing special."

Yukari was suspicious. She'd caught Ben's surprised expression when she mentioned that watch. It looked similar to a Holy Lock, or Moka's Rosario, only a bit more high tech. But for some odd reason, he seemed to be a bit more overprotective about it. And apparently, Moka seemed a bit worried as well. Why was that?

Moka and Kurumu sat a bit farther away. "That girl is gonna be trouble," muttered Kurumu.

"What makes you say that?" asked Moka.

"She has a crush on Ben. I can tell," Kurumu pointed out. "Watch."

"So, Moka, are you dating anybody?" asked Yukari, smiling and blushing as she looked towards Moka, "Maybe… a girlfriend?"

"Well…" Moka rubbed her hands together on her lap, uncomfortably at the abrupt question. She glanced at Ben, but tried to avoid Kurumu, seeing that she'd split her in half. "I have friends who are girls, if that counts." Fearing about what Kurumu said before, she asked, "Um, why do you ask?"

For a moment, Yukari seemed to shy away a bit, and gulped, "Well, you see, I um…" Until finally, she proclaimed as she pounced right at Moka, knocking them both on the floor, "I'M TOTALLY IN LOVE WITH YOU, MOKA!" much to the shock of both girls, and even Ben, Yukari began groping Moka's chest as she smiled, "Every day I pass you in the hallway, I drew more and more attracted to you. And since you stood up for me from my Class Rep, I think you might be the one!"

Trying to think clearly from all the fondling, Moka asked, "Huh? Wait, what do you mean 'the one'?"

"Well… I want you to be my girlfriend!" Yukari proclaimed, drawing attention from the other students present.

"What!?" Ben exclaimed, holding his nose as blood trinkled out at the thoughts of a girl-on-girl relationship.

"What!?" both Moka and Kurumu shouted in shock.

Not wanting to break her feelings, Moka gulped, "W-Well, I think, um… I can be a girl, and I could be a friend."

"Yipeee!" Yukari cheered, as she nuzzled her cheek to Moka's chest, smiling and blushing uncontrollably, "I can tell you, I'm really excited about this."

"Yeah," mumbled Ben, as he continued to hold his nose, "I can tell."

* * *

**Later that Day**

It wasn't to be the last of Yukari Sendou that Ben, Kurumu, and Moka would see. Wherever Moka went, Yukari was always there. She would grip Moka's chest and start fondling her boobs. This in turn caused any students who were watching them to blush and just stare in embarrassment. For Moka, she was getting weak from all the squeezing and fondling, making her a bit dizzy. However, Yukari just seemed to not notice, as she was having a blast to grab and squeeze, probably out of sheer envy.

And she wasn't the only one who noticed, as one of the male students shouted out in envy, "Oh, man! Just look at her squeezing Moka's fun balloons. IT'S GOTTA BE ILLEGAL!"

Yukari giggled as her invasion plan of fondling continued, "Has anyone ever told you that your boobs are bigger than they look? I'm flat as a pancake myself, so it's a real honor to be squeezing a pair like yours."

If Moka could, she could compliment, but the more Yukari squeezed her boobs, the more weak she was getting, as she moaned, "Yukari… maybe, you can… stop squeezing, please? I'm… feeling a little… weak around…."

"HEY, WAIT UP!" Ben shouted, as he ran around the corner in front of the two girls. Stopping in their tracks, Moka who was thankful that Ben had shown up, sighed in relief. Ben decided to speak up, for Moka' sake, considering she was ready to pass out, "Look, I don't care about the whole girl-on-girl relationship thing. I mean, what I'm trying to say is I don't have anything against that. I sort of, well… " He shook his head as he cleared his thoughts, "No, wait! That's not the point!"

"Oh, Ben…" Moka whined with a sweat drop.

Even the Rosario glowed for a moment, as Inner Moka groaned, '_What the hell are you trying to do here, Tennyson?_'

"Benjamin Tennyson. I might have known you'd pop up," Yukari announced, but didn't look too impressed by him, as she spoke out his stats, "Age: Fifteen, Small build befitting that of a soccer player. Grades, Athletic Skills, Social Skills: Average. And aside from the various monster forms, which are obviously limited in selection and accessible by activating your limiter, the watch you wear, you have no amazing or useful skills whatsoever."

Ben groaned as he felt insulted by this girl, and mumbled "No amazing useful skills? Tell that to the kid who saved the planet more than five times. Or the guy whose blood's catnip to vampires, cute and scary."

She didn't hear what he said, but Yukari then shoved the nail in further, as she amusingly finished, "All in all… I couldn't imagine a more half-baked guy, Tennyson."

Ben paled at that, cupping his face, as those last three words rang into his head, crushing his soul, 'Half-baked guy… half-baked guy… half-baked guy…'

"Now you listen here, Tennyson," Yukari shot out, as she let go of a much relieved Moka, and stood up, glaring at the American boy, "I won't allow my beautiful Moka to be sullied by an American creep like you." She drew out her wand and pointed it right in Ben's face, as she shouted, "So… I'M DECLARING WAR ON YOU!" But before Ben or Moka could protest or defend the other, Yukari began to chant out, with the wand's pentagram glowing, "MAGIC WAND, BROOMS AND BUCKETS. MAGIC WAND, BROOMS AND BUCKETS… ABRA KADABRA!"

Then suddenly, from out of the janitor's gear locker room, the cleaning supplies came to life, and charged at an unsuspecting Ben. Before he could act, they began to swat and beat the living daylights out of him. He tried to run away but the supplies didn't give him a chance to do so. He tried to swat them away as he cried out, "These cleaning supplies have been possessed!"

"They're not possessed, it's magic, you dummy," Yukari shouted.

"Magic?" both Ben and Moka asked.

Yukari stopped the assault, with a bathing pan to Ben's head finishing off the job. Once that was done, the two looked to the young girl, standing victorious as she announced amusingly in Ben's face, "I'm a witch, it's sort of my thing. And as long as me and my magic wand are around, I won't let you, or any of your forms' dirty paws on my darling Moka, Benjamin Tennyson."

And as Yukari dragged a concerned Moka away from a recovering bend, the little announcement of Yukari's monster form didn't go unnoticed by the trio. From behind a corner, the Class Rep and his goons had heard the whole thing. The Chubby one mumbled, "She just revealed her form; that's against the school rules."

"That witch is really pissing me off," the scrawny manic one clawed at the wall.

The Class Rep was more calm on this, as he crossed his arms, and smirked viciously, "I think it's high time… we got rid of this nuisance."

* * *

**Infirmary**

Ben was taken to the infirmary by Kurumu to get the cuts and bruises treated right away. Once again they were all alone, like they were the first time; Ben had to wonder if there really was any working staff to treat injuries, or if the place was just for show. While they were there, Kurumu treated the minor cuts rather nicely. He had to admit that aside from her cooking skills, and obviously aggressive show of affection, Kurumu was pretty gentle with taking care of injured people. He complimented her on a good job and suggested she'd be a nurse, which earned another face-smothering with her boobs.

Once she ahd let him go, she raised an eyebrow as he mentioned one name, "Yukari Sendou?"

Ben nodded as he sat on the bed, "I tell ya, I didn't think she'd be such a pain in the butt. She wont even let me near Moka anymore."

When she heard that last part, Kurumu had to fist pump, "YAHOOHOO! Yukari, you're the best!" An opportunity had come for her to make Ben her Destined One, and she wasn't gonna let this slip out. She gently made her way to him, as she crawled on the bed, on all fours, looking at him rather seductive, "You know, I've heard a lot of things about her."

"Oh, really…?" Ben asked, turning towards Kurumu… and paled as he saw her on all fours, crawling towards him on the bed. He scooted back, hitting his back on a dead end, as she was inching herself closer to him.

"I've heard that she skipped a few grades, because she's a regular child prodigy," Kurumu spoke up seductively, while inching closer to Ben, allowing her boobs to jiggle hanging, "But she's kind of a childish brat, pulling foolish pranks with her classmates." And then she stopped, as she stopped at his waist, and traced a finger on his chest, "Everyone in her classroom hates her; I guess that's what to expect from a child genius."

Ben gulped, "Eheh, you don't say…"

Outside the infirmary, ducking away from sight, Yukari simmered with determination. It wasn't the scene that got her, it was because of something from before. Apparently Moka was trying to see him, despite Yukari's attempts to say he wasn't worth her time. But she was firm in saying he was her dearest friend, and went off to see him. So she beat her there first, and was preparing to launch all out war on Benjamin Tennyson.

"Benjamin Tennyson, my most hated rival for Moka's heart," Yukari hissed out as she pulled out a voodoo doll, and placed a single strand of hair from Ben, as she snickered evilly, "I'm gonna beat you so hard, that you'll never walk with Moka again." She then made the doll's left arm punch itself

Back inside, Ben suddenly unleashed a mean left hook to his face, nearly knocking himself out. Kurumu paled at this as she asked him, "Ben, are you alright?"

Yukari chuckled as she continued to pummel him through the voodoo doll, "An average foreign dork like you doesn't even deserve a perfect pair of boobs like Moka's." She then smirked evilly, "So why don't we let you get all grabby with Miss Titty Pie there."

Back inside, Moka had finally found her way to the Infirmary, and opened the door, sighing, "Whew. Hey guys. I finally got away from Yukari for a while." She rubbed her sore chest as she groaned, "She would not let up on…" But then paled at what she saw. There on the bed, Ben was fondling Kururmu's boobs… and it looked like she was enjoying it, while Ben wasn't. blushing from the sight, Moka turned away, and accused out loud, "Kurumu, what are you doing? You used your Allure Charm on him again, didn't you?"

Kurumu heard that and forgot how good that felt as she stood up, with Ben still gripped on. "No, I didn't! for some odd reason, Ben's…"

"Ha ha ha! I showed you!" Yukari laughed as she popped up from her spot.

"Yukari," Moka called out.

Seeing Moka was there, the little witch paled as she was caught red-handed.

* * *

**Later On**

**Class 4-A**

They had finally gotten around, bringing Yukari with them. The classroom was empty, so they had a chance to talk together and alone. Yukari hid behind Moka, which was probably a good thing for the little witch. Ben was getting fed up with all of this; right now, he didn't really care if the little ungrateful girl didn't thank him for saving her earlier, she was going too far with these pranks. And they had to set things right. However, Moka had to at least act as her defense.

Ben crossed his arms, as he looked at the hiding witchling, "Now, I want you to apologize to Kurumu and me for what you did."

Kurumu blushed a bit, remembering what had happened a while ago, "Well, she's not bothering me at all."

"Look, Ben I know you're angry at her," Moka defended, despite Yukari giving him a raspberry in front of him, "But you have to remember, she's just a little girl."

"I know that, Moka. But that's not what I'm trying to get at," Ben said sternly, as he did his best to explain to her and Yukari, to better help reason with the little witchling. "My Grandpa Max always said if you have a powerful gift, you should use it responsibly. All these pranks, not just on me, but on everyone you're targeting, it isn't a responsible use of your gift," he explained. He then sighed deeply, allowing his anger to flush out, as he calmly finished, "Yukari, please. If you keep this up, all this will come and bite back at you. And there won't be anyone to help you out in the end."

However, Yukari waved it off as she scoffed, "Who cares? I'm a genius anyway, if others aren't at my level of intelligence, then why should I waste my time with them anyway." She then finally calmed down and looked to Ben, almost saddened as she finished, "And besides… what's the big deal? I've been alone from the very beginning. That's the fate of being a Border Being, anyway."

"Huh?" Ben asked, looking rather confused, "Border Being?"

She waved her wand and this time another pail came crashing down on Ben. Yukari then ran off in the opposite direction, laughing aloud, "AHAHAHAHA! I can't believe a moron like you totally fell for that!" And disappeared down the hallway.

"Yukari!" Moka called out, chasing after her.

"What is her deal?" Ben rubbed his head. Having taken harder hits to the head, he recovered quickly.

* * *

**Outside**

Yukari continued to laugh at the last prank she had on Ben as she ran. However, what Ben had mentioned about her being alone echoed through her head. So as she ran, all she could hear in her head, was whispers of disgust and revulsion from her classmates.

_So she's a witch, eh?_

_How can this be? What's a filthy Border Being doing in our school, much less in our town?_

_Isn't the witches main trick is to ensnare males?_

_All she does is read books and cast spells. She's nuthin' but a freak._

_Speaking of which, aren't witches more human than monster or demon?_

_There's no need for her to even be in this school, right?_

_Yeah, no need for her at all._

_I'll bet she uses her magic to get good grades._

Her dashing alone the back of the school suddenly slowed down, and came to a stop. After hearing and remembering all those voices, she sniffled a bit, and a single tear dropped from her cheek. She then muttered to herself as she tried to dry away her tears, "Even if I'm alone… I'm… I'm fine with it. Who needs friends anyway? Stupid Ben Tennyson."

Suddenly, a body collided with her, knocking her to the ground. Shaking her head, she looked up to see who had collided with as she shouted, "Hey, you idiot! Watch where you're going!" Her eyes widened and her heart sank when she saw the face of the Class Rep, and his crony friends.

"Well, I suppose anyone with lower intelligence would be compared an idiot by you," the Rep snorted out.

"You've been a bad girl, Sendou," Manic cackled.

"Revealing your true form out loud like you did," Fatty glared at the girl, "By breaking the rules, you've made the Rep pretty pissed off."

Yukari flailed her arms in angers as she spat out, "Well, that's none of your concern now, is it? So just leave me alone!"

"Oh, but it does," the Class Rep spat out, as he grabbed Yukari by her wrist, holding her up and off the ground. The little witch struggled to break free, due to the fact that the boy was putting a lot of pressure on her wrist, making it hurt a lot. As she whimpered, he glared at her and explained the details as viciously as he could to her, "You see, whenever a student does something that disrupts class discipline, it's my job to bring about fair play punishment."

Yukari's eyes widened with fear, as she paled as to what would soon come.

* * *

**Back Inside**

"Border beings?" Ben repeated, "What does she mean by that?"

"You mean you don't know?" Kurumu asked, as Ben shook his head in a negative. "Witches are considered outcasts since they are neither human nor monster. A long time ago, they were considered the link between Monsters and Humans. But as time went on, that was long forgotten, and just considered half monsters. They're not even well liked in the human world," said Kurumu. Ben had to feel a bit guilty on that, considering that what Kurumu meant was the Salem Witch trials back in the late 1600s. "In fact, Yukari's being harassed by her classmates because of that. It's worse because she's a lot smarter than them, and she's only 11. When that happened, she started playing pranks to get back at her classmates," added Kurumu. She then looked out the window, feeling sorry for her, "I guess she's felt this way since the way beginning, with no one to relate to her, and always being alone just for what she is."

"So…that's what she meant," Ben mumbled, remembering what Yukari had said about her being alone.

He knew what it meant to be outside the group in that case. And he also knew how hard it was for Gwen to try and find others that shared the same interests in witchcraft, as well as knowing that her parents wouldn't have understand her if they found out about it. It probably would've been the same, had his mom found out about the Omnitrix; his dad was pretty cool with it, considering he, Grandpa Max, and himself teamed up to beat Vilgax finally after he had followed him back to Bellwood, and forced him to reveal his secret to his dad when he threatened him.

"Aw, Ben, why so depressed? You've always got me, right?" Kurumu shined out as she was about to glomp on him. However, he stepped forward, causing her to miss, as she looked at him puzzled, "Ben?"

"Okay, now we have to go find her," Ben sighed. "Where do you go when you want to be alone out here so you can mend hurt feelings?"

Kurumu had to sigh at that; she knew full well he would go and play hero, all for a girl. But she had to blush, knowing full well it was that heroic attitude that made her fall in love with him in the first place. "There's plenty of space in the woods," Kurumu offered, lending her hand… and her wings… in this endeavor.

"Let's try there then," Ben nodded. "You shouldn't be alone for this kind of thing, especially when you've been alone as long as Yukari has."

* * *

**A Little Later**

**In the Forest**

"You'd think that since the trees are so thick we'd see farther," Ben frowned as he and Kurumu tried to search for Yukari. Seeing that Moka had run out after her, they figured the pink haired vampire was looking for her as well. They just hoped they all found her together.

"Yeah," Kurumu huffed. "That brat had better appreciate us helping her like this."

"Well, I really didn't help things," Ben frowned. "Me and my big mouth. I should have tried to understand her better."

"How could you understand her better. She beat you up senselessly when she hung around Moka," Kurumu asked, putting her hand on her hips. "You're not even a witch."

Ben shook his head, and answered, "Yeah, I know. I'm not… but my cousin Gwen is."

Kurumu nearly blinked in surprise, as she asked, "Your cousin's a witch?"

Ben nodded as he sighed, "Yeah, but she prefers the term Sorceress. And if she was here, she'd use a tracking spell that could find her." He looked at his watch, and smirked as he suddenly remembered a specific form that could help, "Hmm… I think I know a way to track her. Hold on." He activated his Omnitrix and the holographic display showed up. He scrolled through his alien forms until he found the one he needed. "This is a job for a bloodhound." He then slammed down his hand onto the Omnitrix.

Ben got on all fours as orange fur began to cover all over his body. His forearms and back enlarged to resemble a gorilla of sorts, but his legs became foredigited, directly into canine hind legs. His canines sharpened as his arms became bigger and more muscular. His clothes vanished save for a white and black shoulder plate which held the Omnitrix symbol. He was on all fours, and his eyes, nose, and ears disappeared, save for only had a mouth for facial features, as well as a pair of functioning gills on the sides of the neck. When the change was complete, Ben was now a slobbering gorilla/hound-like beast.

"Awooooor (Wildmutt)!" the new alien howled loudly.

* * *

**Omnitrix Encyclopedia**

**Wildmutt A.K.A. Vulpimancer**

_This species comes from the garbage planet of Vulpin. They have no organs that we can consider to be eyes. Instead, they use the gills on their neck and the quills on their back to convey scent and a radar sense. They are very strong and able to grapple and climb quiet easily. However, if their radar sense or nostrils are tampered with, like say clogged up with snot from suffering a common cold, the Vulpimancer can be rendered incapacitated and unable to see its surroundings. They can shoot the quills off their back, but Ben's form of Wildmutt was still too young to develop this ability. However, now as Ben is fifteen, the Wildmutt Vulpimancer might have developed it._

* * *

Kurumu observed that Wildmutt was a large orange furred dog-like alien with orange fur, gills and no eyes. The alien was built more like a gorilla than a canine but it did act like the latter more than the former. Unfortunately, Ben was unable to communicate in this form. The only way this creature could talk for Ben was with grunts, roars, and growls. But luckily, his intelligence was still human, as he found a way to communicate through the creature, despite its beastly growls and roars.

Wildmutt sniffed the air for Yukari's scent through the gills, and the quills on its back began to flex around, almost sensing the air for sounds. He did this for about a few seconds, until he picked up a scent, as well as shouting. Or rather… screaming…

_"Nooooo! Lemme go!"_

Before barking to Kurumu who was stunned by his latest transformation.

"Ben, what are you saying?" whispered Kurumu. Wildmutt slumped for a moment, until it scribbled something on the ground. It was an arrow pointing towards the Northern West portion of the forest. He was telling her that Yukari was in that direction.

The Succubus girl didn't need any more hints before she flew off after the racing Wildmutt.

* * *

**Deep in the Forest**

The trio had dragged Yukari out near the lake area of the school. The place was far from the campus, so no one could hear anything that went on. And the area was thick with fog, so not one soul could see them. Plus, they were off school grounds, meaning that they didn't have to wear their human disguises. And for the little witch, that would mean trouble.

"Ow!" Yukari cried as she was thrown against a tree. "What's your problem, you stupid jerks? That hurt!"

"That hurt, that hurt," Manic taunted out loud, and then snarled, "Why don't you go cry to your mommy!"

"That voice of yours is really annoying!" Fatty shouted out.

"You don't know how long I've been waiting for this," the Class Rep hissed as he cracked his knuckles. "A little freak like you has no place here!"

Before Yukari's terrified eyes, the skin of the three boys cracked and turned green as their faces elongated. Their hands turned to claws while their eyes turned yellow and slitted, along with long powerful reptilian legs shooting out from behind. Yukari recognized what these three were. They were Lizardmen! A sub-human species that resembled lizards; tough skin, sharp fangs and claws, tails powerful to whip at people. And the worst yet, like Velociraptors, they were pack hunters.

"Now what do we do to you?" the Class Rep growled.

"Back off!" Yukari cried as she drew her wand, swinging it around as she chanted, "_MAGIC WAND ATTACK, MAGIC WAND ATTACK, MAGIC WA…!_"

"Oh, shut your filthy witch mouth!" the Class Rep shouted as he charged at her. Before she could complete her spell, the Class rep grabbed the wand and chomped the top off.

"Oh, I'm sorry," he laughed. "Did I break your little toy? Whoops!" He then spat out the remains, as he glared at the now helpless girl, "Now where were we?"

"Hey boss!" hissed Lizardman Two. "Let's eat her! The fog around the lake area's thick enough for no one to see, and we're far enough not to be heard."

"Good idea," the Class Rep laughed. And looked her down, head to toe, with his lips watering with saliva, giving Yukari feared shivers. "I'll bite her head off! Bet her brains alone will be filling! Not to mention it'll get rid of the taste from that wand!"

The Class Rep leapt forward with his jaws wide open. Yukari could see every single one of his sharp teeth and the back of his throat. Yukari couldn't hold back and she screamed in terror, "PLEASE, SOMEBODY HELP ME!"

"Get away from her right now!"

The trio stopped as they turned around, and they and Yukari saw that it was Moka. She had tried to find Yukari for some time when she ran away from the classroom. She had nearly given up until she heard Yukari scream for help from being dragged into the forest. She immediately caught up to them, and stopped them in time before they would attack and eat her.

The lizard men looked at Moka and then they each thought the same thing, as the Rep smirked, "Hey, guys. Seeing as how Miss Perfect Moka popped up, what say we eat her too?"

"Yeah," Manic smirked as he licked his chops with his reptilian tongue, "She's gotta be more juicier than the witch."

Fatty nodded as he pointed to Moka's breasts, hips, and butt, "Not to mention she's got all those! It's a virtual smorgesboard!"

Moka nearly sweatdropped at the ideas they had, but stopped as Yukari shouted, "Moka, just get out of here! I can handle these numbskulls myself! Just run!"

"You've got to stop doing that, Yukari," Moka shouted, getting Yukari's attention. And surprisingly, she walked past the Lizardmen calmly, almost not noticing them at all, as she smiled to the young witch calmly, "If you're scared then there's nothing wrong with asking others for help." She then stopped as she was near Yukari, only inches away, as she knelt down to be almost to Yukari's eyelevel, "You're still a little kid, so don't push yourself too hard."

Yukari protested, "I'm not a little kid."

"I know, but the truth is, you were lonely before me, Ben, and Kururmu showed up," Moka guessed, which caused the little witch to look back in her direction. Moka then smiled as she told her, "And you don't have to be so defensive around Ben either. After all, he knows what you're going through."

"No, he doesn't," Yukari nearly whined out, feeling irritated that Moka was still defending him, "He doesn't know anything! He's got it easy; he's got so many forms, and he's not a witch or a magic user at all!"

"It's true he's not a magic user," Moka confessed, placing a hand on Yukari's shoulder, telling her what Ben had once told her about his family, "But… his cousin, Gwen's, a sorceress, so he understands what it's like to be in the middle. That, and he was lonely once, just like I was. But then we met and became friends, along with Kurumu." And then pulled Yukari into a hug as she silently shed a tear, "That's why he was the first to rush to your rescue earlier. Because he can't help but protect others, just like he does with all of us."

At that thought, Yukari remembered it was Moka that had come to the rescue at first, but Ben. And back in the classroom, he didn't say what he said to her to be mean, it showed he was just concerned about how she treated others and what het outcome for her would have been. The sudden realization about his actions around her, and how she had treated him… it all came flooding out to her in tears. Until finally, she buried her face in Moka's chest, and started to sob out, with Moka holding her to let it all out.

However, it wasn't an emotional trip for everyone, as the three Lizardmen just stood there, their scaly eyebrows twitching. The Manic one shouted out, "What the hell? When did this become a Soap Opera?"

"How'd they change the mood of this scene so quickly?" Fatty questioned. "And they forgot about us completely!"

The Class Rep shook iwht anger at this scene, until finally he shouted, getting the girls' attention, "Hey, you! We're not gonna let this go unfinished!" He charged right at the girls, claws and teeth exposed as he roared, "LET'S CHOW DOWN, BOYS!"

Moka held Yukari close, as he cried out, "NO! BEN!"

"ROOOOAAAAAAAWWWRRR!" a beastly roar bellowed.

The Class Rep was suddenly tackled by a large orange beast. Moka, Yukari and the other two Lizardmen could only watch as the Class Rep and the beast were in the midst of a snarling and bellowing grudge match. The class Rep tried to get a good fix on this beast, but its claws and teeth were pretty good, not to mention the sharp quills on its forearms were sharp enough to scratch his scaly body. After a couple moments of fighting, the two combatants separated. The orange beast known as Wildmutt retreated to stand in front of the girls, while the Lizardmen regrouped.

"Yukari! Moka!" Kurumu cried from above, as she flew down and landed next to them.

"Kurumu?" Yukari gasped. "Where's Ben?"

Moka smiled as she pointed to Wildmutt, "He came in the nick of time."

Wildmutt suddenly flashed green before he returned into the form of Ben Tennyson. He had a solid glare trained on the three Lizardmen who looked ready to kill.

"Get out of our way!" the Class Rep growled at the group of two girls and one boy who were defending the little witch, who so richly deserved punishment by her. He hten pointed to Ben, "I don't care if the rumors say you have powerful forms, you honestly think you can interfere with us defending the school rules?"

"Fat chance, Scale Butt," Ben frowned, "And frankly, I don't care if I'm breaking the rules; you're a control freak! I'm not going to let some punks beat up a young girl! Even if she's a witch!"

"Yeah, well why do you care?" Fatty shouted out.

"Because my cousin's a Sorceress; that's just as much as a witch," Ben shouted angrily, "And if you insult and assault Yukari, then it's the same as if it were my cousin!"

"Ben?" asked Yukari with some surprise. He was coming to her defense, even after all the things she had done? Even after how he had scolded her at school? Furthermore, how did he change into that orange monster? Wasn't his true form a 10 foot tall four-armed red monster, or that green smelly flying humanoid insect?

"And what do you think you can do about it?" the Class Rep hissed.

"Anything I can!" Ben frowned as he revealed the Omnitrix. Activating it, he scrolled to the image of an old favorite that he liked to use, "But right now, this'll do." Pressing down the face, his change began.

Ben's body immediately swelled like a balloon. His entire body turned white as his head was pulled into his torso. Yellow plating appeared on his back while his arms and legs turned trunk-like. His mouth filled with short but sharp teeth. His eyes turned completely yellow and it was obvious his muscles became quite advanced. On his forehead was the mark of the Omnitrix.

"Cannonbolt!" the new alien bellowed as he flexed his arms.

* * *

**Omnitrix Encyclopedia**

**Cannonbolt A.K.A. Arburian Pelarota**

_This alien hails from the planet Arubia. Although the planet was destroyed by a cosmic entity in the past, Ben's form is possibly the last one. Its body is covered with near unbreakable plating which can resist heat, laser, and even acid. They can coil themselves into a ball and roll themselves into their opponents. However, they aren't the fastest species in the universe, due to their stubby legs, and cannot turn quickly, giving fast opponents an advantage in agility. However, this alien is a mean opponent to deal with; like getting hit by a cannonball at a such a velocity._

* * *

"Whoa," Yukari gasped as she took in the sight of Cannonbolt.

"What the-?!" Manic of the Lizardmen gasped in shock.

"I thought that Gaijin monster could transform into a Four Armed red Monster, or that Green insectoid monster," Fatty complained as he pointed to Cannonbot, "Since when could he transform into an orange eyeless Gorilla Dog beast, or… or… or this?"

"I don't know, but having too many forms is against school rules," Class Rep shouted out, pointing to Cannonbolt demanding answers, "Just what the hell are you?!"

"Your worst nightmare," Cannonbolt smirked, as he pointed to all the Lizardmen. "And you scale butts are my scaly new bowling pins!"

Rolling himself into a ball, Cannonbolt began to spin rapidly. Kicking up dust, Cannonbolt fired at the Lizardmen at a rapid pace. None of them could move quickly enough before being bowled down like bowling pins. They cried in pain as they were knocked to the sides and over the ground. Spinning to a stop, Cannonbolt got back on his feet as he turned to face the recovering Lizardmen.

"Bet that's gotta hurt," he smirked. "Had enough?"

"Not even close!" the Class Rep growled as he and his buddies got back to their feet. "I dare you to try that again!"

"You asked for it!" Cannonbolt laughed, before he started stomping towards the three Lizardmen, despite how unbalanced his footing was.

One of the Lizardmen, Fatty, charged with a snarling mouth fool of teeth. His claws were raised and ready to cut him open. Leaping forward, he slashed at Cannonbot's wide body and bit at him as well. The large bodied alien simply raised his arm as the Lizardman's claws scraped across the yellow body armor, breaking the nails and teeth on contact.

"Aaugh!" the Lizardman cried as his claws shattered like glass.

"Oops, you got a boo-boo," Cannonbolt chuckled deeply. "Let me PUNCH it better!"

Rearing back his trunk-thick fist, Cannonbolt laid one into the Lizardman's jaw. Ben had learned that even though the Aburian Palerota wasn't fast on his feet, if he stood his ground just well, he could deliver a punch pretty well. The Palerota wasn't strong or anything, but the armor plating that made up his body was durable and strong enough to enforce a punch pretty well. The underling flew back with a resounding crack and landed at the feet of his boss and fellow minion.

"Time to make like a Sumo Slammer!" Cannobolt chuckled before he took a flying leap into the air. He was aiming to put a belly flop onto the three bullies.

"Ahhh!" the three Lizardmen cried, before they ran out from under the descending alien.

"Ah man. Missed," Cannonbolt grumbled as he got up.

"Ben!" Moka cried out, as she ran over to the rising alien. "Ben…I want to fight too!"

"Huh?" Cannonbolt blinked.

"Me too!" Kurumu frowned, flying to her true form. "I may not like the kid, but I don't like guys who would hurt others for no reason."

"Makes sense," Cannonbolt nodded. He reached over and gently took Moka's rosario into his short fingers. "Here goes." He then tugged the rosario off, unsealing Moka's true form.

The Lizardmen shivered as they felt the rise of demonic power. Moka-sama's appearance was both sexy and intimidating. Even Yukari thought that as well once she saw Moka's true form. The Lizardmen gulped at this, as Class Rep whimpered, "That demonic aura and power! It's nearly soul crushing." But he shook his head, as he pointed to Moka-sama's hair, bust and skirt, "B-But still! You dyed your hair! And that shirt's too tight, as well as that skirt! Those are against the Rules!"

"She didn't dye her hair, that's what it's supposed to be, you morons!" Cannonbolt yelled out.

Her crimson eyes gazed arrogantly at the three Lizardmen, before she turned her attention towards Cannonbolt. She eyed the Aburian Pelarota's body from head to toe, and cocked an eyebrow, giving a small smirk, "Once again, Ben Tennyson, you are full of surprises."

"I aim to please," grinned Cannonbolt. "Now let's teach these walking handbags a lesson!" He rolled up into a ball before rolling straight towards them. Moka ran nearly and blinding speed alongside the alien, as Kurumu flew through the air.

Cannonbolt ran over one of them and flattened him to the ground with a bouncing ball slam, almost like a heavy basketball. Kurumu showed that her claws weren't just decorative as she slashed the Lizardman with her claws repeatedly before using a roundhouse to finally put him down. Looking up, she could see Cannonbolt dropping in and she flew out of the way for him to crush the Lizardman.

Moka-sama was left to face off the lead Lizardman and snorted, "Pretty pathetic. Ganging up on a child. You must be weak if you need three of you to bully one little girl."

"You bitch!" the Lizardman hissed, as he jumped back. He opened a rule book, pointing to all three opponents as he shouted, "All of you being this strong! You especially, Vampire!" he pointed to Kurumu's chest, shouting, "Those boobs are beyond normal size!" And he aslo pointed to Ben, "And you! Having so many forms… " before charging at Moka-sama with his claws. "THAT'S ALL AGAINST SCHOOL RULES! I'LL RIP YOU ALL APART!"

He didn't get to do what he intended, as Moka-sama drew back her leg before swinging it. "Know you place!" she announced. The impact hit with a crack, smashing all his teeth, and sent the Lizardman flying into several trees. He groaned in pain as he and the others slowly got up, but the Class Rep stopped when he and the others looked ahead; their eyes widened in horror.

"Hey, Moka, ever played soccer?" asked Cannonbolt as he stood in front of the vampire before rolling into a ball.

"No, but I'm a quick study," she said with a fanged smile.

She drew her leg back and kicked Cannonbolt across the ground. The alien ball shot across the ground towards the Lizardmen, who could only scream frantically, as Cannonbolt smashed right into all three of them. The three skidded across the lake's water, until finally, they crashed into it, and sank like a trio of stones. As they sank, the Class Rep bubbled out, "We won't forget this. Somehow, we'll get you, Tennyson…"

"Ha!" Cannonbolt laughed as he bounced away from the strike. "Cannonbolt and Moka: 1. Lizardmen: 0."

After all was said and done, Cannonbolt rolled up to Yukari before he flashed green and turned back to Ben. He rubbed his back, "Ease up on those kicks, Moka. Even in human form, I can still feel the impact."

"It was your idea," Moka-sama snickered before she retrieved her rosario. But before she changed back, she looked to Yukari, who was safely standing by from the fight.

"Anyway," Ben sighed. He turned to see Yukari. "You okay? You didn't get in the crossfire, did you?"

"Wh…why?" asked Yukari. "Why did you come and help me?"

"Are you dumb or something?" Kurumu sighed. "We may not have gotten off on the right foot, but that doesn't mean we can't be friends."

"Yeah," Ben smiled. "I am pretty much the odd guy out being American out here. I really wouldn't mind being friends again. I thought we got along pretty well."

Yukari looked to Moka seeing if the Inner Moka had anything to say. But all she did was cross her arms, looking sideways, averting the little witch's gaze. But she didn't show an annoyed look on her face. It was more of a relaxed calm, ensuring she had no malice to be shown at all.

Yukari blinked, then started sniffling, then broke out crying loudly. She ran up to Ben and hugged him around the waist, as he lightly returned the hug. The tiny witch continued to cry loudly. She was so happy at this point. She wouldn't be alone or lonely anymore. She finally had friends who liked her. Even if one of them wasn't a witch, and omnifarious to boot.

* * *

**A Few Days Later**

It was a couple of days since the incident with Yukari and the Lizardmen. Presently, Moka and Kurumu were carrying boxes to their classroom for Miss Nekonome. Ben was in the classroom, helping out by organizing a few of the boxes that were presently in there. So it gave the girls a chance to talk with one another.

"So Yukari is getting along with her class now?" asked Kurumu curiously.

"Yes," Moka nodded happily. "She apologized for pulling so many pranks on her classmates and she's been doing better. When she apologized, her classmates all felt guilty about what they said about her or how they treated her. Though, I think the Class Rep hasn't changed at all."

"That's good," Kurumu nodded. "At least she won't be bullied anymore. We probably took care of that. And if the Class Rep does decide to start it off, Ben'll pound them into a pulp!"

"Hmm," Moka smiled, and slightly sweatdropped at that last part.

However, that moment of calm and happiness was over with, when the girls opened the door to the classroom. Once they were in, they both paled at what they saw. There, to their surprise, Yukari was there, pressing herself to Ben in a one-sided hug. The poor boy was a bit confused as to how to deal with the situation, and once he saw Moka and Kurumu come in… Well, he pretty much knew it was gonna be a bloodbath.

"Oh, Ben!" the young witchling called in a sing-song tone, "I just love you to death."

"Huh?" Both vampire and succubus just stood there, with their boxes dropped suddenly at the scene.

"Hi!" the tiny witch smiled, taking notice of the girls. "I didn't get a chance to tell you, but my class is just next door from yours. That means I can come over, and we can play together."

HUH!?" Kurumu and Moka exclaimed, dumfounded by Yukari's proclamation.

"Well," Yukari admitted shyly, looking to Moka and Ben. "Ever since I saw you both in action, I just couldn't bear to be away from you both. In other words, I'M IN LOVE WITH BOTH OF YOU!"

"Now hold on a second!" Ben gaped. "How…how can you be in love with both of us?"

"Love knows no age, nor does it have any bounds!" Yukari announced, as she explained, "I'm in love with Moka's kind, beautiful, and big-hearted self, as well as the Inner Moka. She's brave, calm and collected, and she may not show it, but she shares Moka's caring heart as well." She then blushed at Ben, cupping her cheek as she cooed, "And when Ben held me in that hug or shielded me, I didn't feel like such a little kid anymore." She hugged Ben as she smiled affectionately, "What I'm trying to say is, if Moka and Ben decide to get into a Ménage A Trios with me, I want him to push and hold me down more and more."

"Oh no, you don't," Kurumu shouted, dropping the boxes as she latched on to Ben's arm, pulling him away, "Ben's my Destined One; he's mine!"

"No, Ben's mine," Yukari cried out, grabbing his other arm, putting the girls in a tug-of-war, "Besides, Ben and I are connected by Witch lineage through his cousin, even if he isn't a magic user himself!"

"Ooooohh!" Moka nearly fumed later, but gulped first. She didn't know what to say in this situation. Yukari seemed downright determined to keeping a relationship with her and Ben. How an eleven-year old wanted a three-way relationship was beyond her. However, she grumbled loud enough as she muttered, "Both of you are wasting your time."

The girls looked at the vampire slightly confused, as did Ben. But he paled as suddenly, she pounced right at him, shouting her declaration, "BECAUSE BEN BELONGS TO ME!" And then bit him on the neck, getting her daily blood, "CHU!"

Ben grimaced at the forced act, "Ugh! Not again! Moka, two pints! TAKE ONLY TWO PINTS!" It seemed like another day at Youkai Academy.

* * *

**Next Chapter: Fan Club Stalkers; Is this Farewell?**

* * *

**For those of you who don't know, Omniferious or Omnifarious, if that's how it's spelled either way, means 'Many Forms'.**


	4. Attack of the Fan Boys

**Ben 10 Alien + Vampire**

* * *

**Chapter 4:** **Attack of the Fan Boys; Is this Farewell?**

* * *

**Night Time**

**Ben's Room**

"And that's how it's done."

Since Kurumu, Moka and Ben shared the same class schedule, they would do homework together. As usual, Kurumu never took her schoolwork seriously, seeing school as more of a social event than an academic one. All she was interested in was Ben, so he used this to his advantage to help her with her homework. Even Yukari was present to lend a hand while also bragging about her intelligence. They were all in the American's dorm room sitting around a table doing math homework.

Kurumu now was even more confused. She couldn't understand a thing and it didn't help when a small alien was trying to explain things to her in technical terms. Yes, Ben had assumed the form of Grey Matter. He always used this form for homework.

Grey Matter was a tiny alien who was only five inches tall. He had a large head with bulbous yellow eyes. His pupils were rectangular and horizontal. His hands and feet had three digits each. He was wearing a white bodysuit and the Omnitrix symbol was on his back.

* * *

**Omnitrix Encyclopedia**

**Grey Matter A.K.A. Galvan**

_These tiny five-inch people hail from the planet known as Galvan Prime. They are hailed as the most intelligent species in the universe. They are masters of technology and science, despite their tiny size. They can often make anything out of spare parts and can identify functions of machines by merely looking at them. This applies to organics, as Ben has used his Galvan form in defeating his more organic opponents by identifying nerve clusters and such. Don't expect a Galvan to be as harmless as they're small. They may be tiny, but they're wily. _

_It should be noted that a Galvan named Azmuth, who's a hermit, invented the Omnitrix._

* * *

Yukari was the only one who could really get the terms he was talking in. Moka had an inkling of it, but it still went over her head. Kurumu, on the other hand, was completely lost.

"Wow!" Yukari gasped in delight. "I never thought of doing the problem that way!"

"Well, when using this form, I'm known for thinking outside the box," Grey Matter grinned.

"I've got to admit," Yukari pointed out, "America has some really strange monsters for you to mimic, Ben. It must be pretty good for you to be a Doppleganger, especially one as powerful as you." Both Moka nad Ben chuckled nervously, not knowing if both Kurumu and Yukari were ready to know the truth about Aliens, let alone the Omnitrix.

"I'll never get this," Kurumu moaned sadly, nearly banging her head on the heated table.

"Don't say that," Grey Matter frowned. "Anyone can get this, if they think about it in the right way."

"That's true," Moka nodded. "I try to think of it as something fun. That helped me when I was having troubles with some things."

"Right," Kurumu pouted. "And just what am I supposed to think of that makes MATH fun?"

Hefting his pencil over his shoulder like a walking stick, Grey Matter pondered the problem. He was lucky he was in this form now, or else the task at hand would have taken longer. Tapping the pencil on his shoulder a little longer, he suddenly got an idea.

"How about this?" asked Grey Matter, using the pencil as a pointer. "If you can get at least a B on this homework and upcoming tests, I'll got on a lunch date with you for every B or higher."

"Huh?!" Moka and Yukari gasped.

"Yahoohoo! Talk about motivation!" Kurumu smiled brightly. She immediately set to work.

"I'd feel bad if she failed," Grey Matter shrugged as he looked to the other girls, but Yukari and Moka both huffed. Ben was just too kind sometimes. That is, until Grey Matter ran up Yukari's shoulder so he could whisper in both girls' ears. "Though I never said we'd be alone either."

The two girls realized the little alien's meaning. Apparently he was still unsure of Kurumu's amorous advances. Being alone with her would allow her to get friskier, meaning more than just boob rubs to the chest and all. He wasn't sure he was ready for something like that. Both girls giggled as they realized the slip their friend had played on Kurumu.

The Omnitrix flashed red and then the entire room was bathed in green light. Ben now returned to normal with a smile on his face. Things were looking up for him. He had good friends now and despite the fact that they weren't human he could at least trust Moka, both Outer and Inner, with his secret. He just had to find a way to tell Kurumu and Yukari one day, when things weren't so hectic, and maybe that they weren't scared of normal people. When that would be would have to be a mystery.

But that wasn't what was on his mind as he looked back to his homework. Lately, he looked at his desk, where no one took notice, and saw a stack of letters that had yet to be mailed out. They were letters addressed back home in America, back in Bellwood were his whole family had was waiting for him to give a reply back. He didn't mind in being in Youkai Academy, it was just so damn hard for him to keep in contact with his family, and to let them know that he was alright. They were probably worried sick about him, without him able to talk to them, much less email them.

Unknown to him, Moka saw that Ben had a depressed spacy look on his face. When she saw him like that, she worried about what was on his mind, 'Ben…?'

* * *

**After That**

**Rooftop**

At night, after the study session was over, Ben dressed in a black under armor T-shirt, and black sweat pants, and did some training on his dorm's roof. Ben had been doing it for some time ever since he arrived at Youkai Academy. While he relied on his alien forms in a tough fight, he simply couldn't rely on the Omnitrix all the time. Without it he was just still just a human. His Grandpa Max and Gwen had been training him for the past 5 years and while not a black belt like Gwen, he knew how to defend himself. He was presently performing a kata Gwen had shown him.

But lately, his mind wasn't in the practice, as he was trying to figure things out. Like how he was gonna get the letters to his family back in Bellwood, America. And, there was something bigger on his mind…

"Ben?" Moka's voice called out, getting the boy's attention as he stumbled a bit, almost tripping. Once he balanced himself, he turned towards the doorway, and saw Moka, standing there with a look of worry on her face.

Relaxing his breathing, he sighed, as she wlkaed over to him, and waved to her, "Hey, Moka. Didn't know you were still awake."

She blushed, feeling awkward about that, "Well, you just looked a bit troubled during the study session, that's all. I wanted to see if you were doing alright." But she figured it wasn't a subject to get into, so she changed it again, and asked, "So what were you doing before I got here?"

Ben shrugged, "Oh, nothing much. Just kata."

"Bless you," Moka smiled, causing Ben to look at her like she was clueless. But she waved it off, as she giggled, "That was a joke."

"_It's no joke_," Inner Moka suddenly spoke up to Moka, who was nearly startled, "_It's a form of Martial Arts Judo that would take years to practice. It seems Benjamin is more than just a boy hiding behind alien skins._"

The two remained silent, as they leaned on the railing on the roof. Until Ben finally spoke up, "Hey, Moka? Do you miss your home?"

That startled the female vampire a bit when he asked her that question. She looked at him, and then back at the view, as she answered, "Well, in truth… I don't really miss it that much." That got Ben's attention as she explained, "I'm not sure if it was ever really a home to begin with. It was always so empty in my mother's ancestral castle. All I had was my mother and the servants, and every now and then my relatives would visit on my birthday. That one day a year was when it didn't seem so empty for the two of us." But she smiled to Ben as she answered truthfully, "But… when I met you this year, I didn't feel so alone anymore."

"Do you keep in touch with your mother?" Ben asked. It was silent again, as he saw that she seemed deeply depressed about something, possibly about what he said. He shook his head as he defended, "Sorry, I mean, if you don't wanna talk about it…"

"No, it's not that," Moka confessed, feeling ashamed about what she would say next, "It's just… I can't remember. The truth is, when the Rosario seal was placed on me, any memory of my mother or where she is now, it's all kind of fuzzy."

Ben was a bit surprised, and felt lower than dirt that he dragged up a hard experience for her. He waved it off as he reassured her, "Well, if you don't want to talk about it, I'll stop it at that."

Moka looked to him, as she smiled, "Thank you, and if there's something bugging you, Ben. Well, you can always tell me anything." She then blushed at him, almost going into a daze, slowly smiling, "Because… I…"

Ben blushed, as he noticed she was leaning towards him… to his lips, as he gulped, "Um, Moka?"

"Oh, Ben…" she whispered, closing her eyes, inching closer to him. Deciding not to fight it, he slowly closed his eyes, and inched towards her, as she whispered, "Ben… you smell so good…"

"Thanks, I…" but Ben snapped out of it as he realized, "Hey, wait a minute…"

"HOLD IT!" Suddenly shouted, getting in between them, and snapping them both out of it. They pulled back, both equally embarrassed about what was gonna happen, as Kurumu scolded right in Moka's face, "Moka, you were planning on sucking Ben's blood again, weren't you?"

Ben sighed, knowing that full well, as he sighed, "Yeah, I knew it."

"Kurumu, what are you doing up here?" Ben asked the succubus, a bit surprised that she was here.

Kurumu turned around to face Ben, as she explained, "I caught Little Miss Vampire-Next-Door sneaking up on the roof, only to find the two of you together." She then shot daggers at Moka, and interrogated, "Well, then, you were gonna suck him dry again? Dammit, that's probably the reason why he was spacing out in his room during the study session!"

Moka thought about it for a moment, taking it seriously, giving a pouting thought look on her face, as she tapped her finger on her chin, "Well, yeah, I was going to suck his blood…" After hearing that, Ben nearly face vaulted and sweat dropped, but saved himself in time, as Moka continued, "… but I don't think I took that much from him yesterday to make him that spacy."

"Oh please," Kurumu shot out, "That's gotta be the reason he was acting that way!"

"No, it's alright," Ben defended for Moka's sake, "I mean, Moka's a vampire, so she drinks blood, right? I don't mind helping her out with her needs."

Moka went starry eyed when he said that, and smiled, "Ben…"

After hearing that, Kurumu just chuckled, and boob-pressed into Ben, cooing, "Oh really? Well, I have needs too, you know…"

"NOOO!" Moka shouted, this time getting in between the two, as he scolded Kurumu, "Kurumu! You're a succubus, you can't kiss him! If you do, then he'll become a mindless slave!"

Ben just sighed, as the two girls were getting into another heated argument over him. Just like there were typical days in Youkai Academy, there were nights like these as well.

* * *

**The Next Morning**

Ben yawned as he made his way to school. It took a while before Kurumu finally got the homework done. And it even took longer for that nightly battle between Moka and Kurumu. Ben suspected that she was playing dumb so she could have an excuse to stay longer in his room. Still, even the two girls had to end the argument and leave so Ben would be able to get some sleep. He chuckled to himself as he thought, 'It's kind of weird that we're all friends; Moka's a Vampire, Kurumu's a succubus, and Yukari's a witch. And out of all of them, I'm the only human in the bunch.' He smirked as he told himself, "But still… I'm happy that I've got at least some friends out here in…"

"You! Ben Tennyson!" a voice shouted from behind.

Ben blinked and turned around to see who was talking to him. Who he found were three fellow students. One was tall with shaggy brown hair, lanky in his appearance and wore glasses. The second was a cleaned up reddish blonde haired guy, who looked completely average, almost like himself. And the third and final guy was short and pudgy, with bottle blonde spiky hair. And the odd thing about them, was that they were weeping… and seethed with anger pointed right at him.

"Uh…can I help you guys?" Ben asked.

"Today is the day we finally declare war on YOU, Ben Tennyson!" Average finished.

"Declare war?" Ben cocked an eyebrow.

"We'll never forgive you!" cried Pudgy.

"What?" Ben asked, even more confused, "But why?"

"It's because you're our enemy!" Glasses shouted, pointing at Ben.

"Huh?!" Ben blinked. "What are you talking about? Enemy? Declaring war? What did I ever do to you guys?"

"You don't know?!" cried Average. "We'll tell you then!"

"You're bothering our goddesses! That's what you're doing!" growled Pudgy.

"We cannot tolerate this!" roared Glasses, "It's not fair that a foreigner like you, who just suddenly got so popular with the hottest girls in school just over night!"

"Make sense, for crying out loud!" Ben snapped, getting annoyed with the weirdness that the three students were showing off. He should've gotten used to this by now. Youkai Academy was a weird place after all.

The trio then tossed off their jackets to reveal hideous pink coats that made Ben gawk at them. They were just so tacky. It was almost painful to look at them. Teasing them about it probably wouldn't be helpful either. They had probably heard it all.

"FORMATION START!" Average sang, "L.O.V.E. CUTE Mokyuu-san! Give me an M, give me an O, give me a K, give me an A! what's that spell? MOKA!"

"I've got cheers for the girl of my dreams, too!" Pudgy continued, "We won't lose to the likes of you," before singing, "Kurumu, love, love, lovely, Kurumu. KURUMU, SHE'S MY LOVE! TOUCH HER, AND YOU'LL GET A SHOVE!"

Glasses sang, "C.U.T.E. Yukarin! Moe, moe, huu huu! Y, U, K, A, R,I! YUKARI, YAAAAAEEE!"

"Mokyuu, Kurumu and Yukarin?" Ben blinked. "Wait a sec, you don't mean…"

"That's right!" Average announced, "I am the leader of the Moka Akashiya-sama Fan Club, Kouzou Kasahara!"

"Furthermore," Pudgy continued, "I'm the leader of the Kurumu Kurono Fan Club, Gouzaburou Taira!"

"And I'm the leader of the Yukari Sendou Fan Club, Kubisaku Naga!" Glasses announced.

"And together we are… THE LOVE-LOVE ALLIANCE! AKA… THE CUTE GIRLS FAN CLUB COALITION!"

Ben gaped as wind blew by. People, if there was anyone around the area at that time, were staring too. Ben said, nervously chuckling, "OK, I'm gonna be late for class. See you guys…never."

"Don't think you'll escape us that easily!" Naga shouted, raising a megaphone. "You are our sworn enemy!"

"Our vengeance will be painful and swift!" Taira added, raising his own megaphone. "You won't know what hit you!"

"Prepare yourself, Tennyson!" Kasahara finished, raising his megaphone and completing the trio.

"You've gotta be kidding me," Ben frowned as he reached for the Omnitrix. "I don't need this first thing in the morning." But before he could activate it, the trio ran up to him.

"LOVE-LOVE ALLIANCE!" Kasahara shouted loudly. "CHAAAAAARGE! FEARSOME WRATH!"

They surrounded him, and began to bang their plastic megaphones on his head. Ben shielded himself with his arms, preventing the speaker phones from hurting him even worse. They continuously pummeled Ben, with little to no success in taking him down. He just stood there, taking the phone beatings, but trying to find a way out of there. Unfortunately, neither one of the three seemed to even let out, letting him out of there. Truth be told, it wasn't painful to Ben, just extremely annoying.

"What's the big deal with this guy?" Taira complained, as he continued to hit Ben with his megaphone, "I mean, I know he doesn't look like much, but he's pretty wimpy. Almost like a human."

"Oh, you noticed that too," Naga asked, agreeing with him.

"I don't get it," Kakahara raised an eyebrow, "Why doesn't he just transform into that Four-Armed Red monster, or that green flying bug Monster. Or even that Orange furred gorilla dog thing. Not even that Black and White Living Bowling Ball creature!"

"Yeah, you'd think he'd do it, given the beating we're giving him," Naga complained.

Ben gritted through his teeth, just out of sheer annoyance, 'It's because I can't get to the Omnitrix with you beating me up, you dorks.'

"Yeah, well either way, a panty-waste piece of scum trash like this isn't worthy of being friends with Moka," Kakahara spat out.

Suddenly, the trash cans and fallen branches nearby suddenly floated upward, and started bashing the Love Love Alliance on the heads. Taira whimpered out, "What's going on? Is Tennyson doing this!?"

"No, it's magic," Naga explained, and blushed as he lit up, "That means my darling Yukari's not far from here!"

"Hey! What the heck is going on here?" a new voice called out. And sure enough, it was Yukari's as she shouted, "You jerks leave Ben alone, or I'll kick your butt!"

The four boys stopped their impending fight to see who was talking. Following the source of the voice, their eyes landed on Moka, Kurumu, and Yukari. All three looked a little miffed at the boys who were facing off against their friend. The three boys all developed blushes and adoring looks on their faces.

"Oh, look," Taira drooled out, "It's my sweet Kurumu!"

"And my darling Moka," Kakahara swooned.

The three girls stopped five feet away from them, as Kurumu asked, "What the hell are you three doing to Ben?"

"I'll tell you," Yukari shot out, as she pointed her wand at the trio, "These three ganged up on poor Ben, and were beating the stuffing out of him."

Moka looked heartbroken as she looked to Ben, "That's so mean."

The Love Love Alliance said altogether, "RETREAT!" and took off as the items Yukari enchanted still gave chase after them.

"Hey, girls!" Ben waved, feeling a little achy after that so-called attack. Ignoring the Love-Love Alliance who retreated from their fearsome wrath attack, the three girls went over to Ben.

"Did they hurt you, Ben?" asked Moka, as she bent down and looked to him concerned.

"No, I'm fine," he smiled. "I think they just hurt my pride, is all."

"Are you sure?" asked Kurumu.

"Positive," nodded Ben.

"I'm glad!" beamed Yukari.

But Kurumu was still fuming as she glared at the direction to where those three weirdoes ran off to. "But still, I'm not gonna let them get off that easy." And she was about to run after them, unitl she felt a firm grip on her wrist, causing her to look down, and see Ben preventing her from doing so.

"Trust me," Ben advised to her calmly, "It's not worth it for me."

"But, Ben…" Moka whispered.

Seeing the exchange and closeness their three goddesses had with the Gaijin, the Love-Love Alliance's faces fell. Before they turned away and left, they glared daggers at Ben, vowing sweet cold revenge.

* * *

**Boys Dorm**

After the day was over, and with no sign of the Fan Club Coalition, Ben laid on his bed, looking up at the ceiling in deep thought. He was thinking about not how his presence couldn't just attract trouble at times, but also created trouble. Such as the Coalition that attacked him that day. It didn't faze him that they were targeting him for being friends with Moka, Kurumu, and Yukari; he was more than happy to be around them. It was what the average club president, Kakahara had said to him earlier that echoed in his head.

* * *

_A panty-waste piece of scum trash like this isn't worthy of being friends with Moka_

* * *

He sighed deeply, and raised his arms over his head to shield his eyes for a moment. Then, he looked at the Omnitrix, and remembered not just how much fun it was to change into all those alien forms, but as to how much trouble it brought along with it. Every being in the universe traveled to Earth just to get their hands on the most powerful piece of alien technology. Bounty Hunters, Dr. Animo, his Ghostfreak persona Zs'Skayr, and especially Vilgax, who practically hated his guts. And either one would do anything to get their mitts on it… including attacking those he cared about.

"Is it really in everyone's best interest that I stay at this school?" he asked, sighing deeply.

* * *

**Elsewhere**

**Study Group and Social Interests**

**Idol Fan Club Room**

That night, in one of the unused clubrooms, plotting was taking place. Within a room that was covered wall to wall of pictures depicting the three beauties of Youkai Academy, three fanboys plotted to do away with their opponent.

"Ben Tennyson," Naga growled. He was sitting with a cardboard cut out of Yukari in his arms. "Why do you go to him, Yukarin? Why? WHY?!"

"You can do so much better, Kurumu," Taira moaned as he cuddled against a life-size picture of Kurumu. "Tennyson doesn't have an infinite amount of room in his heart for you, not like I do."

"We have seen the enemy, and he has seen us," Kasahara spoke from an actual shrine made to the three girls. "Now the battlefield is set for us to destroy him once and for all!"

"Huzzah!" Taira ad Naga both cried, still cuddling the pictures of their idols.

"I propose a plan," Kasahara continued. "We must wait until Ben Tennyson is alone. That way we are able to crush him! We must not let our idols see though. Such action would crush them."

"Hai, hai," the two fanboys nodded.

"But what about the fact that Tennyson can change into different forms?" asked Naga. "What do we do?"

"Then we'll just have to wait and catch him off guard. That, but also, I found out something during his battle against the Class Rep from Yukari's class, as well as heard a rumor from the battle with that girl rapist, Saizou. Apparently, Tennyson can only hold his monster form for only ten minutes; once the ten minutes are up, he reverts back into his human disguise. And if all fails, we can do THAT," Kasahara spoke up. "We will prove our superiority as suitors for our idols tomorrow! Ben Tennyson will finally fall!

"HUZZAAH!" the two fanboys cried loudly.

Kasahara ran up to a cutout of Moka, and cooed out, rubbing his cheek to it, "Once he's been defeated, you'll be mine and mine alone, Sweet Moka…"

* * *

**The Next Day**

**Later On**

As much as Ben liked Youkai Academy, or at least the friends he made in it, he still missed home. It'd been awhile since he saw Gwen, his parents, and even Grandpa Max. Though he was still writing, there was still no mailbox, let alone a payphone to the Human World. Sadly, with the bus schedule, he couldn't go home as often as he would like. He had to wait until summer vacation to return home to visit everybody.

As Ben was walking along the hallway alone, he could hear footsteps approaching. He spun around and saw the Love-Love Alliance right behind him. "Oh, not you freaks again," grumbled Ben.

"Ben Tennyson, we will defeat you!" Kasahara announced. "Get him!"

"I don't have time for this!" Ben ran as the trio ran after him. Rounding a corner, he activated the Omnitrix and immediately slapped his hand onto it.

As soon as the Love-Love Alliance went around the corner, Ben was gone.

"Where is that coward?" questioned Taira.

"He vanished," Naga assessed.

"He has to be around here somewhere! Split up!" ordered Kasahara. "Don't forget: he has ten minutes before he reverts back to his human disguise. After that, he's just another weakling, like a human!" The trio then separated.

Fading into visibility was a grayish humanoid-shaped creature with four digits on each hand, thin arms, with no legs and looking like a what a stereotypical ghost. It had a single violet eye and black tracks all over its body, sort of like a vein track. The Omnitrix emblem was on its chest.

"Stupid idiots," snickered the creature known as Ghostfreak.

* * *

**Omnitrix Encyclopidia**

**Ghostfreak A.K.A. Ectonurite**

_These almost spectral beings hail from the planet of Anur Phaetos. It is perpetually dark on that planet. That suits them just fine since they have a near-fatal aversion to sunlight. Their bodies are composed of a variable density protoplasm which allows them to change density at will. They also possess telekinetic abilities, as well as the ability to possess other beings. The indication that someone's possessed by an Ectonurite is their black and purple eyes, as well as cracking veins around the eyes. Ben is only able to survive sunlight because his Ghostfreak form has a second skin on it which protects him. However, this is not the true form of the Ectonurites, which have caused him considerable grief in the past._

_One in particular called Zs'Skayr, who wanted to possess Ben's body to control the Omnitrix. An enemy that Ben has not seen the last of…_

* * *

Ghostfreak heard a gasp and spun around to see Moka. "Moka?" he asked.

"Ben?" blinked Moka as she saw the Omnitrix symbol on Ghostfreak's chest. "Is that you?"

"Who else has this?" questioned Ghostfreak as he pointed to the Omnitrix symbol on his chest, before his body flashed green and once again became Ben. He shivered, "I really hate using that form."

"Why?" asked Moka curiously.

Ben frowned on that idea of telling her about his battles with Zs'Skayr, the Ectonurite that wanted possession of not only the Omnitrix, but the one wielding it. He wasn't really sure if she'd get too scared of how frightening he was. "That's a long story; I'll tell you about it," Ben promised her. "Now, let's go before those creeps find us."

"Okay," Moka agreed. She was a little confused, but if those boys were still bugging him just because he was friends with her and the others, she could probably understand.

* * *

**All Throughout the Week**

Unfortunately, it wasn't the last that Ben would see of the fanboys. They seemed to walk as a mob, trying to hunt him down. Every time they would find him, Ben would duck around a corner and hide. Usually either as Grey Matter so he could cram himself in small places where no one would look, or by going Ghostfreak and phasing through walls. A teacher spotted him as Ghostfreak and attempted to bring him in, but another phase through a wall and a quick change got him in the clear.

So far the Ghostfreak form wasn't giving him any troubles. Still, it was a while back when Ben was ten before the true Ghostfreak, also known as Zs'Skayr, gave him problems. It seemed he was gone for good after their battle in space. Still, the Omnitrix managed to get a sample of his DNA as they landed back on Earth, when they foiled Zs'Skayr's plot to blot out the sun and mutate all of humanity with Corrodium. Maybe the upgraded Omnitrix would be able to keep him in check for a change. For the others, including Moka's sake, he hoped so, because if he came back, especially in Youkai Academy, it would spell a world of trouble.

At the moment, Ben just wanted to go back to his dorm so he could rest. He didn't want to tempt fate anymore by changing into Ghostfreak again. Heck, he didn't want to change anymore for the day. Of course, he especially didn't want to see those crazy fanboys again.

Besides, he had something more important to do this Saturday.

* * *

**Friday**

**Lunchtime**

**Cafeteria**

"Love-Love Alliance?" repeated Moka as she, Ben, Kurumu and Yukari all sat at the same table. Considering the strange circumstances of yesterday, they decided to talk about it. It had been no secret that some of the boys looked at Ben with hatred and envy in their eyes, just because he hung out with the girls. It was just weird that someone decided to take action on it so suddenly.

"Yep. Each one's a president for your fan clubs, apparently," explained Ben. "Bunch of weirdoes if you ask me. I mean, seriously, did you see those coats? Someone should call the fashion police on them because they are guilty for being tasteless."

"Well, if they try and bother you, we'll be there to take them down," Kurumu shouted, pumping her fists into the air. She then winked at Ben, "And if all else fails, you can turn into Fourarms form, and crush them all in a bear hug attack!"

"Tempting, but I prefer to use my 'forms' for emergencies only…and homework," Ben assured Kurumu.

"Don't worry, Ben!" smiled Yukari. "I don't think they'll be much of a problem! And if they attack again, I'll just use my magic to defend you."

"Yeah!" Kurumu agreed with a smile. She then turned thoughtful. "Still, I think I recognized one of those guys. The pudgy one."

"Oh yeah?" asked Ben. "From where?"

"He's been stalking me…" Kurumu shivered.

* * *

**A Few Days Ago**

_Kurumu was walking down the hallway towards the cafeteria. She wanted to get there so she could meet Ben and hopefully snag him. He was one tough cookie but she would wear him down eventually, especially with the baked treats that she had made the previous night. She couldn't fail!_

_As she was walking, she felt like someone was watching her. Turning around to check, she spotted a pudgy guy leaning against the wall in a standard 'bishonen ' pose that one would see out of anime or manga. Sadly, it didn't really work for him all that well._

_Shivering, Kurumu ignored the odd boy and continued on her way. She had more important things to do after all. Things like giving Ben her cookies and making sure she would be the one in his heart! These cookies were going to be the first step towards victory!_

_Feeling like she was being watched again, Kurumu turned around. She saw the same pudgy guy from before leaning against a different wall in a different pose. Now feeling extremely disturbed, Kurumu made tracks at a quicker pace. Of all the times to gain a stalker._

_Her day didn't get much easier either. She was stretching out for gym class and going through the motions of making sure her body wouldn't cramp up on her. Bending over, she looked at some bushes that were behind her and her eyes widened in shock. That guy was back again! And he was still in one of those poses too!_

'_He's still hanging around?!' Kurumu cried in her thoughts._

_The final straw came when the busty succubus came out of the girls' washroom. Coming out into the open air, she gaped when she spotted the stalker from before hanging out in front of the washroom. He was still in his poses too!_

"_Would you just go away?!" Kurumu shrieked as she ran to lose the weird student._

* * *

**Present**

"He gives me the creeps," Kurumu huffed. "I mean, it's one thing for a guy to take a photo of you, but to stalk you nonstop. That's just disturbing."

"Okay, shouldn't you have told one of the teachers or something?" Ben asked with some concern. "I mean, this is something serious. Stalkers can get pretty dangerous if you don't do anything about them."

"Ooohh! You do care about me! I knew you did!" Kurumu gigged while hugging Ben's arm. "I'm used to stalkers though. What kind of succubus would I be if I didn't know how to deal with a stubborn male?"

"I guess," Ben frowned. "But we don't know what kind of monster this guy is. He might be dangerous off school grounds."

"That's why I have you!" Kurumu smiled fondly. "My knight in many forms of shining armor!"

"Hey!" Yukari cried. "I had to deal with a stalker too!"

"WHAT?!" the three older students cried. Two in concerned shock and the third in jealous annoyance.

* * *

**Few Days Ago**

"_Oof, heavy," Yukari huffed. She was bringing a pile of projector equipment to class that day. She decided to try it without magic. Her parents always taught her that magic wasn't always the answer. Hard work sometimes was more effective than the most powerful magic._

_KA-CHAK!_

"_Huh?" the tiny witch blinked. She turned around to see what the noise was. She found a skinny guy with glasses holding a camera up to his face in her direction. He also seemed to be in a daze of some kind too._

"_Hey!" Yukari cried loudly. "What do you think you're taking pictures of?!"_

"_Huh?" the student blinked, coming to reality. "Oh! I'm taking pictures of the ever-changing school! Its part of my duty as a member of the photography club!"_

_He proved his statement by taking shots of everything in the vicinity. Despite his cover-up, Yukari had a hard time believing it. Still, she just sighed and continued taking her stuff back to class._

* * *

**Present Time**

"Okay, taking pictures without someone's knowledge is a criminal offence!" Ben frowned. "Just who do these guys think they are?"

"Like you said, just some obsessive fan boys," frowned Kurumu. "Hey, Moka. What about you? Did you get stalked too?"

"Well…I didn't notice anything out of the ordinary," Moka answered honestly.

"Still, I'd be careful if I were you," warned Ben. "Who knows what these guys would do."

"Well, we know that they're after you, Ben. You're the one who should be worrying about; they've got a serious vendetta on you," Kurumu advised.

"So what do we do?" Yukari asked.

"It's easy," Kurumu pumped her fists in determation, "We're gonna be Ben's Bodyguards." Everyone, including Ben, looked a bit confused at this, but she explained, "If they try and catch Ben, we'll pounce on 'em. It's like killing two turds with one stone. Yahoohoo!"

"I think you mean, killing two birds with one stone," Yukari exasperated in a groan.

"Hey, wait a second," Ben protested, "You know, I can take care of myself."

Moka patted him on the shoulder, and tried to reason him on this, "Come on, Ben. Please be reasonable, we're only trying to protect you. You can't always stay in monster form for very long. That and when you're not transformed, you're still not strong enough. It's because you're a hu…" But Moka stopped herself in time, as she covered her mouth from almost spilling Ben's secret. And even Ben paled at that as he saw she nearly did that. But luckily she covered it up, much ot Kurumu's and Yukari's confusion, "I-I mean, um… you're not strong enough in your human disguise. I mean, I've seen you practicing Kato late at night, but some of the students here, like Saizou, are super strong."

Feeling like he was shot down, Ben sighed deeply, "Yeah, I, um… I get it." He finished his meal and walked away.

Sensing it was because her fault, Moka shot up, "I'll be right back you guys." And took off after Ben, leaving the girls to look at one another in confusion.

Down the hallway, Moka had caught up with Ben, and gently grabbed him by the arm, stopping him, "Ben, I'm sorry." He didn't turn to see her, but she still talked to him, hoping to apologize, "I almost spilled the beans about you being a human."

Ben shook his head, "It's not that, Moka." He sighed deeply, feeling rather depressed, as he replied, still having his back to her, "It's just that I'm starting to wonder if my being here's in everyone's best interest." He then broke free, as he ran off.

"Ben, wait!" Moka cried out, but he didn't stop, as he disappeared from sight. She just stood there, almost like she was betrayed, or rather, she betrayed someone she cared about. "But… I want you here…"

* * *

**Saturday Afternoon**

**Boys Dorm**

Ben had dressed in his casual clothing, as well as grabbed his backpack. He was about to slip on his shoes, until he looked at the calendar, and noticed the date on today's Saturday. He sighed deeply, knowing that today was his only chance, so he had to be fast about it. He slipped on his sneakers, opened his door, and ran out.

Outside on school grounds, Yukari was sweeping up around the campus. A fellow classmate had asked Yukari if she could tend to some of the cleaning duties that day, due to an attempt to call home. She agreed without a second thought, and was enchanting some of the cleaning equipment to get the job done faster. That, and she had nothing to worry about Ben; those Fan Club dorks wouldn't think about attacking Ben in his dorm.

However, she stopped as she heard footsteps pass her location. She turned and saw Ben, dressed casually, and looking pretty good. She was about to wave to him, until she noticed the backpack he wore, as well as the serious face he had on.

**Girls Dorm**

**Moka's Room**

Moka was in her room, sitting at her desk, and sighing deeply. She had remembered the look he had when she said he was weak in his human form; that probably what got him. It was just that with all the stories he had told her, she thought that he got used to using the Omnitrix so much, that he didn't have time to work on his strength as just a regular human. She hadn't seen him the entire day or yesterday after lunch. He must've hated her for thinking of him like that.

She sighed sadly, "Are you still mad at me? I'm sorry I said that, Ben…"

KNOCK! KNOCK!

"Moka, open up! Hurry, please," Yukari cried out.

Hearing her voice, Moka ran to the door, and opened it, just to see the little witch nearly out of breath. "Yukari, what's wrong?"

"I saw Ben walking away from the boy dorms," Yukari explained, "He was dressed all casually, leaving campus and had this really serious look on his face." She then huffed out some air and continued, "But that's not all, he was also carrying a backpack with him."

"Casual clothes, and a backpack," Moka repeated, trying to put the picture together. She remembered that the only time he had a backpack or wore something other than the school uniforms was when… She paled as it suddenly sank in, "Oh no. please, Ben…."

"Moka, what's wrong?"

"Yukari, go get Kurumu and meet me outside the Academy gate," Moka pleaded, as she slipped on her shoes, "I think Ben's going to the bus stop."

"But why would he do that?" Yukari asked, fearing the answer to it.

"Because he might be leaving the school and going back to the human world!"

* * *

**At the Bus Stop**

Ben stood there at the stop, waiting patiently for the bus to arrive. He looked at the Omnitrix, and pressed a button, displaying the current time. 'At least Azmuth told me the clock function on this,' he sighed, amused of what the Omnitrix could do, especially tell time for him. At least he didn't have to wear a watch on his right wrist. It would just look goofy on him. He looked at the tunnel, and then he looked at the academy from afar, and sighed, "Hope you're having a good day, Moka."

"Where do you get off with calling my Goddess's name, you piece of trash," Kasahara called out, getting Ben's attention from behind. And sure enough, the Fan Boy Coalition was there, crossed arms, glaring at him, and wearing those tacky pink jackets.

"Damn," Ben sighed. He turned around and unsurprisingly found the fanboys again. "Don't any of you know when to give up? It's been, what? The whole week, and you're still trying to beat me up?"

"It was worth it, including stalking you this whole way to get you alone! ALL DAY LONG!" Kasahara shouted. "Now there is no place left to run!"

Ben sweat dropped, "All day? Don't you guys have anything better to do with your spare time? Like blogging online, going to the movies, or even looking at po…?"

"If was foolish to be here out in the open! Even though we don't know why you're at the bus stop, or why you're going into the human world!" Taira added. "Here we can do anything we want! Now that we're off school grounds, we can defeat you in our true forms!"

"Prepare yourself for defeat!" cried Naga.

"UMBRELLA!" Kasahara placed an umbrella over his head and immediately a single eye appeared along with a mouth and hanging tongue.

"BLOOOOOB!" Taira opened up his shirt and his face lost all its facial features, leaving it blank. His fat belly was also hanging out, as if he bloated out even more fat.

"STRETCHY NECKY NECK!" Naga's neck stretched long and was triple the height of his body.

Ben quirked an eyebrow and asked, "What the heck are you guys?"

"Say what? Now you're dissin' us?" cried Kasahara. "We know, we are low class monsters. Just a bunch of Shikigami."

"That's why we are looked down upon," cried Taira. "Most of the girls even go after the cool-looknig monsters. But our idols, they always go after you, and you don't even have to be in one Monster Form to get the job done!"

"But we can take it because we have our idols!" cried Naga as well.

"But first, we must free our idols from you!" the three shouted in unison before charging.

"Okay, I've had enough," Ben instantly activated the Omnitrix, scrolling to an old favorite, and pressed down on it.

His entire body started to grow tall and fill out with muscles while at the same time green crystals began to cover his entire body. His eyes turned yellow. When the change was complete, a green crystal skinned humanoid in a half black and white sleeveless suit now took Ben's place. The Omnitrix symbol was on the right side of his chest. This alien had crystal spikes on his back and his head had a spike behind it.

"Diamondhead!"

* * *

**Omnitrix encyclopedia**

**Diamondhead A.K.A. Petro Sapien**

_These people once hailed from the crystal planet of Petropia. Unfortunately, it was destroyed by the warlord Vilgax. Only two known Petro Sapiens remain. One is the bounty hunter Tetrax, a loyal friend and mentor to Ben, and the other is Ben's form of Daimondhead. These people are able to control the grown of their crystal, creating formations and weapons for themselves as well as creating crystal on other objects or from underground, creating shields and barriers. It is also theorized that they have Crystalkenisis, the ability to levitate crystal as well. A drawback to these people is that their crystal shatters with certain frequencies of sonics. While these people are durable, even in the vacuum of space, and can regenerate limbs, there is so much damage they can take._

* * *

"That's not one of the forms we heard he uses!" Naga cried to Kasahara.

"Stay strong!" the umbrella-headed creature cried. "We can beat him with our teamwork! Don't forget, we waste his energy and time. Remember: Ten minutes is his limit!"

"Good advice," Diamondhead spoke as he reared back his fist. "Sadly you guys don't have the experience to pull it off! As for me, I've been practicing for five years with this form, as well as my other forms. But with this one, I've barely begun to scratch the surface on what it's capable of!"

Punching forward, Diamondhead made several crystal spikes cut through the air. The fannboys cried out as the crystals collided with them. Naga and Kasahara were slightly cut, but the crystals never even penetrated Taira's fat.

"Ha! I've proven superior to your power, Ben Tennyson!" Taira laughed. Charging at the annoyed Petro Sapien, he attempted to bring him down.

Sadly, his charge was stopped when Diamondhead grabbed him by his shirt and lifted him up. Taira couldn't help but gulp as he and Diamondhead stared eye to eye.

"Seriously, you guys are dedicated," Diamondhead sighed. "But you need to pick your battles, and I am in no mood to go easy on you right now." Then hand that held Taira then morphed into a cylindrical battering ram, smashing Taira away. But that wasn't enough, as Diamondhead willed crystal pillars to shoot out of the ground, hitting Taira away, like a crazy game of pinball.

"Don't underestimate us!" Kasahara cried as he hovered down from above, using his head to slow his descent. He landed on Diamondhead's arm and started stomping on the limb that formerly contained his friend, but began to stomp on Diamondhead's head. Sighing, Diamondhead crouched as he willed out of his body crystal spikes, scaring Kasahara off, as he floated back towards his friends.

Naga lunged forward with his head, wrapping around Diamondhead as he chuckled, "Let's see you get your way out of this!"

Diamondhead smirked, "Okay." He then touched Naga's neck, and within a few seconds, encased it in a crystalized shell.

Breaking free of the neck, Diamondhead then tossed Naga back with the others. He then knelt down, almost grunting as he slowly brought up his fists, almost as if he was lifting heavy weights. Then suddenly, shooting out of the ground, massive pillars of crystal shot upward… and out of the ground hovering above thirty feet below the air. Diamondhead stood upright, and clenched his fists to his sides, as he did this, the pillars reshaped into monster sized fists, and were aimed at the club. He then hurled them at the fan boys like torpedoes, effectively smashing into everything in one location. As the dust cleared away, the fan boys saw that Tennyson had missed them, or rather, he did so on purpose.

Diamondhead huffed out as he pointed, "Look, I am getting fed up with this. So, let's call it a…" Unfortunately, a beeping caught his attention, as he looked to the Omnitrix symbol on his left peck, and gulped, "Oh, no…"

And in a flash of green, Diamondhead had changed back into Ben, as he groaned, looking at the Omnitrix, "Seriously, this wasn't funny five years ago, and it isn't funny now."

"His ten minutes are up," Naga shouted, "CHARGE!" and they did so, as Naga wrapped his neck around Ben's leg, waist, and arm, "Struggle all you want, you won't squeeze your way outta this one. And we're not gonna let you use your watch to unleash another form!"

Kasahara hopped on Ben's stomach, stomping the crap out of his guts, "We won't let you reign on our parade, by stealing the women we love!"

And even Taira was sucking up Ben by his legs, into his stomach, as he blobbed out, "We're never gonna let you chew the fat with our darlings ever again."

"GET YOUR HANDS…. I MEAN, NECK OFF OF HIM!"

The four boys looked up, and saw Kurumu flying overhead, and with her Moka and Yukari. Kurumu groaned with the strain of carrying the two, always carrying the two. And Yukari apologized, saying that she had yet to find a spell that could allow her to fly, let alone carry Moka with her. As soon as she set them down, Kurumu took off back into the air, did a loopdeloop to gain a bit more speed, and charged right at the fan boys. The collision caused the three to break their hold off of Ben, as Kurumu grabbed him and got him far away. Now it was Yukari's turn as she summoned a bubble chair, in which Kurumu threw him on, as he crashed safely.

Ben sighed, as he groaned, "This has been a hectic start to the weekend." As soon as he got his bearings, he looked up and saw Moka, standing two feet from him. He smiled as she knelt down, as they were now eyelevel, and he thanked her, "Man, I'm I glad you girls got here in time." But then he looked puzzled, "But, how'd you know I was out…"

He didn't get a chance to ask fast enough, as Moka glared at him angrily, with tears coming down her eyes. And then…

SMACK!

She slapped the unsuspecting boy across the face, startling him, as well as Yukari and Kurumu. As he recovered, he was even more confused, as she grabbed him by the shirt collar, and buried her face in his chest, as she cried out all muffled, "You moron! What were you thinking? Why didn't you tell us what you were going to do? Jerk! Idiot! Dummy!" she then looked up to him, face to face, as she smiled while still crying a bit, "Even though you can't stay in one form for more than ten minutes… you're still strong no matter what. There's more to you than just physical strength, flying, or even being durable."

"She's right, Ben," Yukari stepped in, "You saved me with your kinds words, and you even stood up for me while you were in your human disguise."

"You even saved me from the Inner Moka, and you did that in your human disguise as well," Kurumu added on with a wink.

"We're your friends, Ben," Moka smiled to him, "And even if we're in human disguises or in our true forms, we'll never abandon one another." She then wiped her tears away as she and him stood up together, "So, please… don't leave us."

Ben cocked an eyebrow at that, and asked, "What?"

However, the question went unanswered, as they all heard sobbing from behind their group. There, they saw the fanboys weeping like crazy, even Taira who had no eyes at the time was crying. It was pretty evident that this only made their hatred for Tennyson even greater. "Dammit," Kasahara whimpered out, "Damn you, Tennsyon. You're stealing our women from right in front of us."

Naga whimpered as well, "Shit, doesn't he know he's hogging all the love? How does a guy who only stays in Monster Form for ten minutes gets a gaggle of girls like our goddesses?"

"That does it! He's in violation of the Romance/Anti-Trust Act!," Taira shouted out, "I'm gonna blob Tennyson inot a blobby blob if its' the last blobbin' thing I ever blobby do!" and with that said, the trio charged right at their respective girls.

Ben took notice fo this, and shouted, "GIRLS! HEADS UP!" they all turned around, but it was too late, the attack had begun.

Naga curled around Yukari, but didn't touch her, as he proclaimed his admiration of her, "Yukari, my love! You're a ripe fruit waiting to be plucked! I'm gonna wrap myself so tight around that smokin' hot little body of yours!"

"Gross! Get away!" Yukari shouted, as she was much too disturbed to even fight back.

Taira tried to hug Kurumu around, as he too proclaimed, "Kurumu! I have an unlimited abundance of love for you. Let's gaze at both of us until the sun rises!"

Kurumu cringed at this as she gulped, "How am I supposed to gaze at anything if you don't even have a face, you big fat freak?"

Kasahara tried to approach Moka, even while he spinned his top, causing tears or spit to get splattered around. But even as that happened, he proclaimed, "Moka, let me be your umbrella of love! With me around, I will never allow the harmful rays of the sun, which is the mortal enemy of vampires as well as your lovely alabaster skin, to even touch you!"

"Uh, thanks, but I already have an umbrella," she gulped, but dodged out of the way, as she was getting grossed out, "Ugh! Get away!"

Ben had enough of these guys, so he finally shouted, "THAT'S IT! I'VE HAD ENOUGH OF YOU SICKOS!" that shout stopped everyone in their tracks, gaining the attention of the Love Love Alliance, as Ben shot out, "Now listen up! You three better get this through your thick skulls! I don't care if you guys are a fan club for the girls, in the end you're just a bunch of pathetic creepy stalkers, and it's time you woke up to that fact!"

And with that, the truth struck the trio like lightning, but it didn't faze them as they retunred what they were going to do. Defeat Ben. "How dare you call us pathetic," Kasahara hissed out.

"AS well as a bunch of loser ugly monster dorks who can't even be taken seriously because we look so dorky," Taira shot out.

Ben sweat dropped at that as he looked to Taira, "I didn't say that."

"No, but you were thinking it," Naga jot out.

"It doesn't matter anyway! Once we beat you, then we'll be the toughest, and then all the girls' will be flocking towards us!" Kasahara frowned. "I wish it would not have to come to this, but for our idols, we will do whatever it takes! COALITION, ALGAMATION!"

"HUZZAH!" Taira and Naga cried along with their leader. "ALGAMATION!"

Naga positioned his neck to that Taira could stand on it. Kasahara spun like a top and took to the air. He came to a stop on time of Taira's head. As they made contact, everyone else's world was filled with light. Everyone had to shield ther eyes for a moment as the glare died down. When it did, they all got a surprise.

Instead of three small monsters, one big monster stood in their place. He had a large fleshy body with a face on the chest. His back held an umbrella while the head on his shoulders had brown hair and a single eye. The same head was also on a long neck. And the big fellah wore the same dorky pink jacket like the fanboys did.

"Just call me big brother!" TaNaKa (Taira, Naga, Kasahara) gloated.

"Oh crap!" Ben gaped. He then looked to the girls and warned them,"Girls, stay back! This is dangerous!"

"Right you are, Ben Tennyson!" TaNaKa shouted as he charged at the human boy, and then brought down his fist on the boy.

"BEN, NO!" Moka cried out, as it was too late.

"Ben!" Kurumu shouted.

"Look out," Yukari cried out to him.

However, before the fist connected, Ben roll-dodged out of the way. He crouched in position, as TaNaKa looked in surprised, and asked, "Hey! What the hell? What gives?" He then stomped towards him, and tried to hit him again, only this time Ben slid underneath to dodge another swat. TaNaKa was getting fed up, even as the human head stretched out to wrap itself around the boy, but he hoped on the neck and easily dodged it. TaNaKa continued to try and at least clobber the boy stuck in human disguise, but it proved effortless, as he was dodging them with the efforts of a martial artist.

Until finally, TaNaKa shouted in frustration, "WHAT THE HELL? WHY CAN'T WE HIT YOU?!"

Ben slid to a halt, close enough to the girls, as he stood up, "I've been training myself for five years. I can't always rely on my 'true forms', so I've been strengthening my human self as well."

"Ben!" Moka cried as she reached her American friend first. "Are you okay?"

"I'm fine," Ben grimaced. Standing up defiantly, he glared at TaNaKa. "But you three have to get away. This guy means business!"

"No way!" Kurumu cried. "You're my Destined One! I'm not just going to abandon you!"

"That's right!" Yukari nodded. "You fought for us! Now we'll fight for you!"

"Now we'll protect you today, Ben," Moka smiled. Taking his hand, she brought it up to her Rosario, and smiled gently, "Please?"

Ben gulped. He hated the thought of having others fight for him. But with the Omnitrix timed out, did he really have an option? Plus, whenever Moka smiled like that, even when she needed blood, he couldn't say no to her. Frowning, he gripped the rosario and with a single tug, it came off cleanly.

Moka's body immediately pulsed with demonic energy. Her pink hair turned platinum silver and her body seemed to mature. Her fangs became more pronounced while her eyes turned a crimson red. Her body pulsed with the power of the vampire, making the huge TaNaKa freeze in his tracks.

"Hmmm, so I take it you three are the reason I was awakened," Moka-sama frowned as she took in the sight. "It seems trash is trash no matter where you go."

"So cold," TaNaKa shivered. He then started crying happily. "But our true idol has arrived! Hooray! The platinum hair, those cold red eyes, and that smoking body of hers… SHE'S OUR TRUE IDOL, THE ONE WE HAVE AWAITED FOR!"

Moka-sama couldn't help but twitch an eyebrow at this scene, as she grumbled, "Pathetic." Moka-sama was about to step forward, when a rapid beeping noise caught her attention. She and her group of friends all looked down at the Omnitrix, which was blinking brightly a shade of yellow. Moka-sama frowned and stepped closer, which made the device blink and beep faster.

"It's reacting to me?" the vampire frowned in question.

Ben blinked in confusion, "It hasn't done this in a while. The only way it would do that… would be that it was acquiring a new DNA sample."

However, only he and Moka knew that it would only do that when an Alien was nearby. And seeing that none were around, this was a strange new mystery to boot. The Omnitrix had never done anything like this before. Holding it up, he tried to see what was happening. To his complete surprise though, the alien device activated itself, fully recharged green lens and all, but producing an image of a hulking reptilian-like alien.

"What's that?" Yukari asked curiously. "That's not one of the forms you've used before!"

"I've never seen it before, either," Ben blinked. "I've never had it, not five years ago anyway."

"Now seems to be a good time to put it to good use," Moka-sama commented. "The trash is looking impatient."

Ben looked up to see the incoming TaNaKa. Frowning, he raised his hand and pressed it down on the Omnitrix face, bringing out a green flash.

Ben's body swelled with muscle and was overtaken by brownish orange, scaly skin. His face became saurian with a small tail coming out from behind. His feet turned trunk-like and his body grew to twelve feet in height. He wore black boxer briefs with white trim on the waist, along with a green belt sash across his chest, and in the center of it the symbol of the Omnitrix appeared.

"Humongousaur!" the new alien roared, raising his bulky arms into the air.

* * *

**Omnitrix Encyclopedia**

**Humongousaur A.K.A. Vaxasaurian**

_This species comes from the planet of Terradino. They are very strong physically and aren't afraid to show it. They are also highly resistant to injury. A major ability they possess is the ability to increase their mass. They can grow up to sixty feet tall and their strength grows to match it. Their dinosaur features also become more pronounced. A very powerful being to have in Ben's arsenal. However, due to their reptilian DNA origins, like lizards, they're coldblooded, so that alone is an effective weakness._

* * *

Humongousaur flexed his arms, grinning widely. "I could get to like this!" He turned his green eyes on the incoming Tanaka. "OK, let's take this freak down!" Humongousaur roared and charged straight for TaNaKa.

"ALRIGHT!" Yukari squealed excitedly. "Fight hard, Ben! I mean, Humongousaur!"

"Hey, I'm not going to let these guys get away for bullying my Destined One!" Kurumu cried as she released her wings. "I'm fighting too!"

"I'm not going to stay out of this fight just to be a spectator," Moka-sama smirked before she started heading towards the fight.

"Okay! I'll fight too!" Yukari smiled.

TaNaKa was a little intimidated to see Humongousaur charging at him with a loud roar. Still, they were equal in size so it stood to reason that they had equal strength too. Getting ready, TaNaKa prepared for the fight.

"You may have gotten bigger, and that may not have been a form we were expecting before," the composite monster growled. "But you're not stronger than us!"

"Then I guess I'll have to change that!" Humongousaur grinned.

To TaNaKa's shock, Humongousaur actually began to grow bigger! His body continued to grow until he was twice his original size. And as he did, stegosaurus plates grew on his back and atop his head, as well as armored plating on his shoulders and forearms, and stegosaurus tail spikes on his tail. The composite monster gaped at the saurian biped that was still charging at them. Humongousaur didn't even try a witty comment before he punched TaNaKa with his enlarged fist.

"Gyaaaahhh!" the composite cried in pain as he skidded across the ground. However, Yukari summoned an air balloon underneath them, casuing them to bounce upward, with Kurumu charging a spiral stomping kick, sending them rapidly crashing down to the ground. He came to a stop before his body flashed, returning him to Taira, Naga, and Kasahara in their human forms.

"We can still win," Naga growled as he struggled to get up.

"The bigger they are," Taira nodded.

"The harder they fall!" Kasahara finished.

"Trash like you should know when you're beaten," a grim female voice spoke from behind. All three fanboys turned around to see Moka-sama, Yukari, and Kurumu glaring at them.

"IDOL-SAMA!" the boys cried in delight before lunging at the girls, hoping to actually touch them.

"Hnn! Get lost, losers," Moka-sama growled before she unleashed her trademark kick, "KNOW YOUR PLACE!" Her foot collided with the three, sending them all sailing with hearts in their eyes. One of their idols had touched them!

"Pathetic," Kurumu sighed.

"They're creepy," Yukari huffed.

Humongosaur just shook his head before touching the Omnitrix symbol. His entire body flashed green and he turned back to normal Ben Tennyson. He handed Moka's rosario back to her to put on, resealing her power once more. But before she resealed herself, she looked to Ben sternly, and acted like a big sister teaching a sibling something important, "Benjamin!" The boy nearly froze in his tracks, as he lectured, "Your leaving doesn't work for me." Ben cocked an eyebrow in confusion, as she crossed her arms, and pointed out, "Because if you left, that would mean no more food for yours truly." She even turned to look at Ben, and smiled, exposing her fangs, "And besides… it would make the Outer me sad. You'd be breaking her heart."

"Say what?" Ben asked, completely confused.

Kurumu gently grabbed his arm, and smiled, "Not having Moka drink your blood would be a good thing. But I'd miss you too much."

Yukari ran up to him, and hugged him deeply, crying out, "Please, Ben! Don't leave."

"Leaving? Who said I was leaving?" Ben asked. "I'm not leaving Youkai Academy."

The girls eyes lit up with surprise, even Inner Moka's eyes were a bit lit up by that piece of information. But Kurumu asked, "But then… what are you doing out here at the bus stop?"

"Yeah, I saw you walking out of campus with a backpack," Yukari pointed out, "And your even wearing casual clothing."

"I like to dress casual when school's out; uniforms make me stiff," Ben confessed, and then held the backpack up, "I'm also using this to carry out a month's worht of letters for my family. The only reason I'm here is that I'm trying to ask the bus driver, if he could deliver these letters to the nearest post office out in the Human World." He raised an eyebrow as he asked, "Who gave you that idea that I was leaving the school?"

Both Kurumu and Yukari looked to each other, and then to Inner Moka, seeing as how she was the one that jumped the conclusion. She seemed a bit annoyed at the attention, and turned to hide her face from them, as Ben chuckled, which irked Inner Moka. She turned and shot out, "AND WHAT'S SO DAMN FUNNY?!"

"Sorry about that," Ben chuckled, as the bus came only a few feet from them before stopping. After the driver commended on the boy about the letters, he gratefully did the boy the favor of delivering them. As soon as the bus took off back into the tunnel, he looked to Moka-sama and smirked, "I just can't believe you and the Outer you jumped to thinking I'd leave. After what we've gone through so far."

Inner Moka just huffed, "I swear, you become more and more confusing with every day."

She then latched the seal back on, reverting back to Moka again, as she fell into Ben's arms. As he held her close, she rested her head next to his shoulder, allowing a small tear to escape, as she whispered for only him to hear, "I don't want you to leave… please stay, Ben…"

Ben just held her in his arms, even as Yukari and Kurumu smirked at him as well, as a silent plea to never leave them at all. To that response, Ben smiled at them, and nodded silently that he would never abandon them or others.

In the Tunnel, the bus driver smirked, "It's commendable that you're sticking to this campus. Gotta admit, for a Plumber's kid, you're taking a long and twisted road. Wonder how Max'll react when he hears about all your adventures at Youkai?"

* * *

**The Next Day**

"So, you really never saw that form before?" asked Moka. She and Ben were walking towards the school, hoping to meet up with Kurumu and Yukari later on, though they'd probably get the drop later on. But during that time, Ben had explained what happened yesterday when Inner Moka was near the charging Omnitrix. Apparently Ben figured it reacted to her energies, and somehow unlocked the new addition, Humongousaur.

"No, but the Omnitrix has given me new forms by accident before," stated Ben, recalling how he'd gained use of Wildvine, Ditto and Cannonbolt. "I guess in emergencies, the Omnitrix unlocks new aliens."

"Well, how many there are," Moka asked.

"Well, one time, my cousin Gwen and I went to the future," Ben explained one of his crazy adventures to her, "There, we met our future selves, and in it, I found that I had 10,000 alien forms."

"10,000!?" exclaimed Moka, gasping in utter shock.

"There are a lot of things I don't know about the Omnitrix, but the creator told me I would learn in time," said Ben. "He just told me to use it to do the right thing."

"Sounds like good advice," agreed Moka.

Ben and Moka were enjoying their walk to school again. It was the day after the attack of the fanboys and all parties involved were enjoying not being stalked again. Of course, Ben would have liked to practice with Humongousaur again. After all, he didn't perfect his battle tactics with his alien forms overnight.

"So what do you think happened to those guys anyway?" asked Moka

"Don't know, really don't care," Ben sighed. "If I never see another fanboy again, I'll be happy about that."

"IDOL-SAMA!" thee voices cried out.

Moka and Ben froze at the cry. Looking ahead, they spotted three familiar faces that were a plague in the past. They were still wearing their horrible outfits and this time they were waving flags with Moka's name on them.

"The Vampire Fan Club has found our idol!" Taira cried out lovingly. "Let us bask in your glory!"

"Eh?" Moka blinked in shock.

"Fanboys," Ben sighed while rubbing his forehead. "Why does it have to be fanboys?"

"Oh yeah," Naga pointed to Ben, "Not that I don't care or anything, but I heard from the staff that we'll be getting phonelines all over campus that'll connect to the Human World. Even a working pay phone in the Boys Dorm connecting to it as well." Ben seemed deeply surprusied by that, even at the next tidbit of info, "Also, that bus that usually comes once a month, they've got it coming once a day now."

Moka smiled to Ben as she cheerfully exclaimed, "Isn't that great, Ben? You can stay in touch with your family back in Bellwood."

Ben smirked, "Yeah, that is good news." He then noticed Moka, taking a sniff at him, as he gulped, seeing a familiar blushing daze on her face as she looked at him, "Uh, Moka…? Oh no."

"Oh, Ben… you smell so good… BEN!" She then lunged at him, knocking him down on the ground, as her fangs popped up, and another bite on the neck, "CHU!"

"Moka, we're in school!" Ben cried out.

* * *

**Next Chapter: Revenge of the Fan Girls; Songs of Love, Destruction, and Protection**


	5. Revenge of the Fan Girls

**Ben 10 Alien + Vampire**

* * *

**Chapter 5:** **Revenge of the Fan Girls; Songs of Love, Destruction, and Protection**

* * *

**The Next Weekend**

**Youkai Forests**

In the dark and twisted trees of Youkai's forest, a familiar individual was walking through. It was Moka, or rather, the Inner Moka, who strolled through. She wore what appeared to be a black under armor tank top that clung to her mature chest rather nicely, and a pair of white sweatpants as well as a pair of sports sneakers. However, if she had noticed, Grey Matter was crawling up one of the trees. He hopped from one extended branch to the other, doing his best to hide from her as best as possible. He jumped towards one long extended branch, and successfully landed there, scurrying over to the thick trunk of the tree.

He hid behind it, with his ear to the trunk, if he had any. But hten amazing, jumped off towards the ground, as soon as the spot he stood formerly, was splintered into a billion pieces.

Appearing there, was Inner Moka, in a powerful stomp position, and looking at Grey Matter's falling form. She smirked at his little retreatin form, nad jumped right after him. However, Grey Matter tapped the Omnitrix symbol on his back, and changed into Stinkfly, flying away as fast as he could from her. As she landed gracefully on the ground, she took off after the insectoid alien, jumping from tree trunk to tree trunk, catching up with the fast bug flyer.

When Moka-sama had caught up on one tree, Stinkfly turned around, and he shot out three goop blasts straight at her when she landed on a massive tree trunk. However, Moka-sama swatted them away with his left arm, amazingly disintegrating from her aura no doubt. The third shot snug onto her foot, nearly trapping her in one spot.

She grunted, still stuck to the tree, "Dammit."

Stinkfly saw that as he charged forward, his claws sharped out, but flew in midair. He then touched the symbol, and changed into Fourarms. He landed gruffly on the ground, and dug into the dirt, tearing out a huge chunk of land, holding it up above him. And with all his might, he threw it as hard as he could right at his intended target: Moka-sama. However, she broke free of the goop, and jumped forward, meeting the rock head on. She flipped in the air, circling like a ballerina in the air… and delivered a devastating drill kick into the rock, pulverizing it without even hurting her.

Fourarms gulped, "Did not see that coming."

Moka-sama launched herself on one of the rocks that was large enough to stand on. With one powerful jump forward, the rock began to crack with tremendous energy, until it exploded, causing the force of the explosion to throw her straight towards the Tetramand.

Fourarms saw Moka-sama being rocketed towards him, and then lifted both his left arms as she prepared for a kick. She kicked the hands, connecting as his arms were pushed back, but didn't buckle from the strength. He tossed Moka away, as she came to the ground, but flipped as she landed on her feet, crouched like an animal. She smirked at the show of strength, but noticed a flash of green, preparing as to what form he'd take next. Probably that dinosaur creature, Humongousaur.

Until suddenly, shards of green crystal shot towards her direction. So she jumped-dodged out of the way, and shot up to her feet in a battle stance. However, she didn't take into effect that the crystal flattened and spread, making a sort of makeshift ice skate trail. She didn't get it at all, until she saw Diamondhead skating towards her. Apparently she learned that these Petro Sapiens could skate on their own crystals like ice. Diamondhead pulled out one of the crystal spikes from his back, as it grew into a sword of katana build. He immediately took a swing at her, only she flip dodged away from it. However, the tip of the blade slightly scratched the surface of her stomach on her shirt, cutting open a hole in her shirt. As she landed on her feet, she noticed the hole in her shirt, exposing her navel.

But before she could shout out about the cut in her shirt, she saw that Diamond head skidded to a halt. And in a green flash, transformed into Cannonbolt, and revved up into ramming speed. Charging right at her. She snarled a smirk, taking such a frontal assault as some sort of joke. She drew her foot back, and when he was close enough, she shouted, "KNOW YOUR PLACE!"

And connected a powerful kick to Cannonbolt.

The impact had sent Cannonbolt flying off to the other direction and straight into a tree, shattering it into splinters. And before Cannonbolt could counter-attack, the sexy platinum-haired vampire was at his non-existent neck at ready. The two combatants looked at each other, steel-gazing on who would make the first move. However, that was interrupted as Moka-sama simply said calmly, "Aaaaaaaand… time!"

And then Cannonbolt disappeared, as the Omnitrix timed out, and in a green flash, Ben was back. He was dressed in his workout attire from last time. Moka helped him up as he groaned, "Ten minutes. I thought I'd have done better than last time."

She smirked to him, though it was a calm smirk, as she stated, "I wouldn't berate yourself just yet. You actually lasted longer against me." She showcased the slice on her shirt, exposing her navel, "You actually managed to hit me this time." But then she glared dagger evilly, as her red eyes glowed with fury, as a sinister smile spread across her face, "Though don't get too cocky; you still have a long way to go to defeat a vampire with so many various forms at your disposal." She then pointed to her shirt, glaring even further, "Not to mention you owe me a new shirt."

Ben just gulped at this frightful image, even from behind her, he could see her dark aura nearly emanating from her without Moka-sama knowing it, "Okay, I'll get you a new shirt, just stop doing that…"

Her frightening visage disappeared, as she retained her calm and collective attitude to him, "Though steadily, you're improving… even for a human."

"Well, that's good news." Ben quirked out, but then paled as he saw his left sleeve. On it, was a small cut caused by an attack Moka-sama had done a lot earlier, and gulped, "But I think I'm gonna need a little more work."

"A lot of work," Moka-sama corrected, and started to walk towards the school. But then started to wobble a bit, as she nearly fell over. Ben raced over to her, and caught the vampire, as she mumbled, "I think… I'm a bit taxed." Ben helped her over to one of the trees as they sat down, as she sighed, "Honestly… your alien forms don't look much, but they are keeping up with me. We'll start again for another two hours."

Ben went wide eyed, as he yelped, "Another two hours? Moka-sama, it's been four hours already!"

Moka-sama shot him a look as she shot out, "I haven't begun to push you ye…" she nearly fainted at that moment, but was caught by Ben just in time. She huffed a little, as she sighed, "It seems I've been pushing myself too hard as well."

Suddenly, she grabbed Ben by the shoulders, forcing him on the ground, and with her on top. Ben gulped at the slight show of force; this was not at all how Moka would do what she normally did. Seeing that he wore an under armor spandex shirt as well, she didn't have to tear his shirt open, to pull at the collar, exposing the left side of his chest. Gulping, Ben blushed a little, as she leaned in, her breath tickling his bare skin, "Ah, I'm guessing…"

"You would guess right, Benjamin," Moka-sama whispered. She leaned in closer, cupping his face, as strands of her hair tickled his face, and hiding a blush from her as well, "These sessions don't come cheap…." As she leaned closer, their lips got dangerously close to one another, as she whispered, "… and you're gonna pay up."

* * *

**The Next Day**

**During Class**

Everything seemed to go pretty well, as the day started out pretty well. Except for a certain American exchange student halfway asleep. Just at that moment, a piece of chalk was tossed at the half-dosed Ben as he shot up, shouting, "AAAH, ZOMBOZO!" He blinked looking around as to where he was, and remembered he was in class, as well as among everyone else. They all just seem to stare at him, like he had lost his mind or something.

However, Miss Nekonome, who's cat like smirk never faded, pointed out, "I'm sorry, but the answer to the question wasn't Zombozo, it was Batosai, a legendary slayer of the Meiji Era."

The other students chuckled, or rather howled, at this sight, as Ben bowed in apology as he sat back down. However, his little slumber in class didn't go unnoticed, as Kurumu looked at him rather worried. This hadn't been the case for long, as he had been going like this for a whole week. Ever since last week, Ben had looked rather exhausted and slightly paler. She thought it was due to Moka sucking his blood, but sudden anemia wouldn't have been enough to cause this kind of situation. There was more to it, and she looked to Moka, who was also looking at Ben rather concerned as well. She cocked an eyebrow, looking suspicious at the vampire in particular, even as Moka poked Ben from falling asleep again.

* * *

**After Class**

"Okay, what the hell's going on," Kurumu shot at Moka, nearly startling the poor girl, "Just what have you been doing to Ben? I mean look at him!"

The two girls turned and saw an exhausted and drained Ben, nearly about to keel over at this point. It was only with Yukari's help that he remained upright and balanced in his seat. Kurumu glared daggers at Moka, snarling, "You haven't been drinking too much blood from him, have you?"

Moka shook her head as she honestly replied, "Well, no. I only drink one pint from him."

"HE ISN'T A BEER MUG, MOKA," Kurumu screamed out daggers.

Yukari had to sweat drop at their argument, and looked to Ben, advising to him, "Well, whether it's anemia or exhaustion, it's clearly obvious you need something to eat."

The boy asked, "What makes you say that?" suddenly, a rumble came from him… at the area to be his stomach. He chuckled weakly, still feeling a little weak around the knees, "Maybe a good meal's what I need right now."

The two older girls stopped their argument, and looked to Yukari. When she had made that comment about lunch, they had remembered something very important they were gonna do, or rather had challenged each other. It was a week when they silently made that challenge, and today was the day.

Kurumu smirked, 'Today's the day for my secret weapon. With this, Ben will be mine.'

Yukari looked at the smirk written, and countered with a scheming smirk of her own, 'So she's got one as well, eh? Well, try your luck no matter what, Boobzilla. With mine, both Moka and Ben are in the bag.'

Moka looked to both the girls, and an aura of worry washed over her, as she gulped, 'Oh boy...' But turned to Ben, who didn't notice her, and smiled a little, 'Hope this perks him back up.'

Ben, on the other hand, groaned and looked ready to pass out, 'I don't know how much more I can take this. Even if it's been a whole week, I'm zonking out here.'

* * *

**After Class**

**Lunch**

Having lunch with the girls was certainly an interesting experience for Ben. Even during this time, the girls were competing for his affections. As they sat together at the same table, as they always have done so as each other's friend. However, today seemed to take on a new chapter on itself, as Yukari, Moka and Kurumu had each brought along some extra lunch boxes for Ben. He had heard that girls in Japan would make a boy that they liked a box lunch. He just didn't expect for all three to each make one for him on the same day. Even for him it was a bit much, and well what he got was certainly interesting. Being human meant he had a slightly different sense of taste than the girls.

"Try mine!" Kurumu insisted. Hers mostly had sweets, as she winked, "I guarantee these'll make your heart beat faster, as well as make you more active." Secretly, she grinned on the inside, yahooing for self-victory, 'Especially when I laced this lunch with love potions, aphrodisiacs, and sexual performance enhancers. This is a sure chance for Ben to fall for me, without the use of my powers. It isn't necessarily cheating; I'm just giving a gentle nudge in the right direction.'

"No, try mine!" Yukari pushed Kurumu aside to present hers to Ben, "Unlike Kurumu's unhealthy sweets, mine's full of vitamins and minerals to give you an extra boost for the day." Ben could see a twitching frog's leg and some crickets, and slightly gulped. Yukari smiled brightly, but hid her dark ambitions, 'Luckily, I made sure to lace in a special love potion. No more undecisiveness, Ben. This time, I'm gonna get you to fall for both Moka and me. Our ménage a trios begins today!'

"Ben, I'm not so good at cooking but please try mine," said Moka. Out of the three, her bento looked like actual food which was good for lunch. She smiled warmly to him, with no hint of any scheming, but thought, 'I hope he feels better from that last workout. Though I'm surprised he's pushing harder with the Inner Me.'

The Rosario slightly glowed, almost sensing Moka's thoughts, as the Inner Moka thought to herself, '_Honestly, I didn't think he'd keep on with this. Given he's been through the training for a whole week, a normal human would have given up by now. Though I'm far from impressed._'

Ben wasn't sure what to do, as to the situation before him. He couldn't just choose one out of all three of the girls. If he did that, then would cause a mini-war, with Yukari and Kurumu doing most of the damage, and Moka caught in the crossfire trying to stop the two. Though in most likely scenarios, if he had undone the seal, Inner Moka would slaughter them both, and try to force-feed him the food. He wasn't oblivious to what the repercussions of his actions would lead this. He knew these girls liked him, a lot; okay, a whole lot, and it was proving difficult for him to make other friends. Seeing as how most of the male student body wanted to kill him for making friends with the most popular girls on the campus. Still, the gesture was welcomed, but how was he going to eat all that?

"Girls, please, I can't eat all that," Ben said, trying to be reasonable with them. However, the answer he had given them proved to be a resounding negative, for they all frowned in disappointment. He thought about it, trying to make some sense as to how to do it, and the it clicked. He snapped his fingers as he looked to all three of them, with an assuring smile, "But, I think I know what can."

He rolled up his sleeve and revealed the Omnitrix. He scrolled through the alien forms he had and found the perfect one for the job. "OK, cover your eyes!" He slammed his palm down. Once the green flash subsided, the girls stared at a new form Ben hadn't shown them before.

"Upchuck!"

Ben was replaced by a small pudgy green alien. He looked like the combination between a hamster and a woodchuck-like with some amphibian traits, and had beady white eyes. Small ridges ran down his back, and a stubby tail came from the back. His arms and legs were white on top, and black on the bottom, and stubby, with four small green clawed fingers sticking out of the black sleeves. On his legs, which were black as well, he had one white line around where the leg connected to the pelvis, and white footsies on the bottom of his feet. He had a plump tummy exposed from the body suit, which seemed to be kind of cute. On the back of his left hand was the symbol of the Omnitrix.

* * *

**Omnitrix Encyclopedia**

**Upchuck A.K.A. Gourmand**

_The Gourmand people hail from the planet Peptos XI. They have four adhesive tongues which are able to get a hold on a lot of things, and even break them under their surprising muscle power. The Gourmands are capable of eating almost everything and anything, though mostly they eat solid matter, and aren't known to eat organic material. Their jaws are adjustable so they can swallow things bigger than their mouths, and their teeth are diamond-hard, as well as elastic stomachs. __They can swallow very large objects and digest them in seconds. After digesting something, Gourmands can vomit glowing spheres of acid that explode upon touching anything. _

_They also have great stamina for their size, such as being hit by a car, skidding across a concrete road for a decent distance or crashing through a brick wall._ _The only real downside to these people have is their small size, which can make it hard to fight sometimes, seeing as how they don't jump very high to avoid an attack._

_However, after five years, Ben had found a way to go around that problem._

* * *

Both Moka and Kurumu blinked at the strange woodchuck looking monster, though Moka knew it to be an alien. Kurumu nearly stuttered as she pointed to him, "Th-That form is…"

"CUUUTE!" Yukari finished, as she giggled, taking in Upchuck's form.

"Heh, I'm glad I thought of this form, because now I'm feeling hungry," Upchuck laughed as he eyed the three bento in front of him. Now that he was in this form, the odd-looking bentos didn't look all that odd or unappetizing anymore. "Down the hatch!"

Upchuck then opened his mouth and three tongues lashed out. They wrapped around the lunches and their containers, surprising the girls altogether. In another snap movement, Upchuck withdrew his tongues and pulled the three lunches into his mouth. He chewed happily, not even slowing down for the plastic and metal that was holding the food itself. After chewing, he gulped loudly,

"Delicious!" the human turned Gourmand smiled. He patted his protruding stomach with his tiny hands.

Moka, Kurumu, and Yukari sweat dropped at what they had seen. Well…Ben had eaten their lunch. They were kind of hoping that he would pick ONE of them. Of course, did he have to eat the containers AND utensils? Though two of the girls wondered if their love-potion laced food were taking effect to the little guy. So Kurumu leaned in, allowing her boobs to jiggle seductively to the boy turned Gourmand, and blushed looking rather seductive, "So, Ben… feel any different?"

Yukari shoved her out of the way, as looked cute and innocent, "Forget about her, feeling a bit light hearted, Ben? Going through a few temperature changes, mostly in the face?"

Upchuck looked a bit clueless to the girls, and shrugged, "Well, I feel small, sweaty, gaseous. The way I always feel when I turn in this form."

The two girls face-vaulted on that, except for Moka who chuckled nervously, as Kurumu shot up, looking rather exasperated and slightly desperate for the much needed results, "Not even a little different?"

Upchuck tapped his chin, looking down at his feet in serious thought. But then shrugged, "Nope. Don't feel any different." Both Kurumu and Yukari sighed, knowing full well it failed, realizing that as long as he wasn't in his human disguise, he couldn't be controlled by Allure or love potions. "Ooh…" Upchuck groaned. "I don't feel so good." His tummy rumbled. "Girls, stay back!" he warned, and looked to everyone in the cafeteria, as he shouted, "EVERYBODY, TAKE COVER!"

"Ben, are you okay?" asked Moka in concern.

"I will after I…" Upchuck's cheeks swelled up. "Oh boy! This is a big one! EVERYBODY, TAKE COVER!"

Everyone looked clueless to the little creature, although some of them shouted for him to return to his human disguise. They didn't care if he had so many forms, he shouldn't have broken the rules just like that. Despite everyone else's protests, the girls did as told, and hit the dirt as Upchuck released a belch. A plasma ball flew out of his mouth and into a wall near a vacant area of the cafeteria, incinerating the wall, leaving only a fifteen foot smoking hole. Everyone, including the girls, gawked at the amount of power such a little guy had.

"Urk, sorry," Upchuck apologized.

* * *

**After Lunch**

The three girls just walked down the hallway all by themselves. Ben, who was still in Upchuck's form, decided to right off the transformation in the bathroom. Despite the big one in the cafeteria, he felt more coming on to him. However, they slightly pouted that their love potion lunches didn't work on him. Well, just Kurumu was pouting, as Moka smiled, remembering that he had said that the lunches they had made for him were all delicious. That meant that he didn't disliked hers either. She smiled as she thought, 'I'm glad I can help him in this way. That makes me happy.'

Yukari looked at Moka's smile, and smirked as well, "I'm guessing you're happy that Ben liked your lunch too, eh?" Moka nodded, and Yukari just smirked mischievously, "So… you and he going out on dates now?"

That question caused Moka to blush up the whazoo, as she desperately denied the idea, waving her arms around like crazy, "N-NO, YUKARI! W-w-what makes you say that or even have such an idea?"

The little witch shrugged, "Oh, nothing much. It's just that I've seen you two walk out in the forest at night. Late at night."

That caused the vampire to blush uncontrollably, as she became even more frantic with covering up the story, "Oh, um… well, we weren't doing anything indecent, if that's what you were thinking." She gulped worse, as behind her; Kurumu's presence was darkening, as she was seething with unheard and unearthly anger, pointing right towards the vampire girl.

Yukari got even farther to pushing it, as she commented, "You sure? I've been noticing that out of all of us, you and Ben have been the closest of lately. Hanging out together, going out on these late night 'workouts', and as always, the occasional hicky or two."

Her blush disappeared as she asked, "You know he said the exact same thing when I had my usual blood quota." She pondered aloud, "He never did tell me what that word meant."

Kurumu, even though her anger was slightly subsided, she huffed in fury, as she grumbled, "Yeesh. For a vampire, you're oblivious to this kind of thing." She looked to her, and answered, "A hickey is a…"

"MOKA AKASHIYA!"

The trio's attention as drawn in front of them, as a new sight was in front of them. There, three female students, all freshman like them, were standing before them. They each had a slim and slender figure, befitting for what appeared to be cheerleader bodies. They all wore the same female uniform for Youkai Academy. The girl in the middle had mid long blonde hair that ended in the middle of her back, with a bang swept to the left, and had blue eyes, and a pair of headphones on her head. The girl on the right had bottle lens glasses with brown eyes and short blue hair and two bangs dangling at the front. And the last one had mid long bouncy red hair with violet eyes, seemingly the youngest. And the odd thing about the girls were that they were all crying. However, they all had a seething anger… as they looked right to Moka.

"Uh…can we help you?" Moka asked.

"Today is the day we finally declare war on YOU, Moka Akashiya!" Blue specs finished.

"Declare war?" Kurumu cocked an eyebrow, as Moka seemed a bit shocked by this news.

"We'll never forgive you!" cried Blondie, probably due to the headphones she wore.

"What?" Moka asked, even more confused, "But why?"

"It's because you're Enemy Number 1!" the redhead shouted, pointing at Moka. "You stole our idol!"

"Huh?!" Moka blinked. "What are you talking about? Enemy? Declaring war? Idol?"

"You don't know?!" cried Blue Specs. "We'll tell you then!"

"You're bothering our idol! That's what you're doing!" growled Redhead.

"We cannot tolerate this!" roared Blondie, "It's not fair! Even though you're the Number One Top Beauty of the school, you can't just go for our Boy Toy like that, and keep him all to yourself!"

"Make sense, for crying out loud!" Yukari snapped, getting annoyed with the weirdness that the three students were showing off. She threatened to pull out her wand, but the trio before them finally began to act.

The trio then tossed off their uniforms, stripping in lighting speed, to reveal stylish black and green winter cheerleader uniforms, and all with the number 10 on their breasts. If others saw them, their jaws would drop, considering that their shirts were skintight, leaving no imagination that they wore nothing at all underneath. Even the skirts seemed a bit short, even for uniform standards. These three were literal bombshells ready for football season, if there was one for Youkai Academy.

"FORMATION START!" Blue Specs shouted, as she pulled out a pair of green and black pompoms, and began to cheer with her teammates in formation, "READY…"

"OKAY!" Blondie and Redhead shouted together. The trio formed a cheer stance that was befitting of any cheer team for a major football team, like the cheerleaders for the Dallas Cowboys. They then started to chant, almost singing it out, as they went,

_So if you see him, you might be in _

_For a big surprise_

_He'll turn into a monster right before your very eyes…_

"_He's Tiny, Slimey,_" Redhead led in.

"_Creepy, Fast, and Strong,_" Blondie followed.

"_He's no Ordinary Guy_," Blue specs finished.

Blondie and Redhead linked their arms together, as Blue Specs ran towards them, and forward circle flipped upward, landing gracefully on their shoulders. Then the trio shot their pompoms to the sides, as they shouted in unison, "_HEEEEEEEEE'S… BEN TENNYSON!_"

"Ben?" Moka blinked, until it finally clicked iwht her and the others, as she gawked "Wait a sec, you don't mean…"

"That's right!" Blue Specs announced, "I am the leader of the B-10 Cheer Squad, Ran Otonashi!"

"Furthermore," Blondie continued, "I'm the co-leader and cheer writer of the B-10 Cheer Squad, Rin Otonashi!"

"And I'm the good looks and info broker of the B-10 Cheer Squad, Ren Otonashi!" Redhead announced.

"And together we are…" the trio then struck another pose, as they announced, "THE BEN 10-YSON FAN CLUB!"

Moka, Kurumu, and Yukari gaped as wind blew by. People, if there was anyone around the area at that time, were staring too. Kurumu gulped, feeling that something this similar happened a while ago. She even commented on it, whispering to Yukari, "Talk about Déjà vu." Yukari nodded to that.

Moka said, nervously chuckling, "Okay… well, we should be going now."

"Don't think you'll escape us that easily!" Ran shouted, raising a pompom. "You are our sworn enemy!"

"Our vengeance will be painful and swift!" Rin added, raising her pompoms. "You won't know what hit you!"

"Prepare yourself, Akashiya! You hussy!" Ren finished, raising her pompoms and completing the trio.

"You've gotta be kidding me," Kurumu pouted, ignoring the nervously shaking Moka. "Ben's got a better chance iwht me than Moka ever had!"

"Akashiya's got a better shot at him than you do, Big Boobs!" Rin shouted, as the trio ran up to their target: Moka Akashiya.

"B-10 CHEER SQUAD!" the Cheerleaders shouted loudly. "CHAAAAAARGE! KILL THE HUSSY!"

Suddenly, before the cheerleaders could charge at her, four prehensile tongues shot out from above them, snatching their pompons away from them. A small fellow somersaulted above, and landed in a battle stance in front of Moka and the girls. It was none other than Upchuck, as he swallowed the pompoms. Once he did, he glared at the cheerleaders as he stood up, "Look! I've heard of girls gone wild, but this is getting really weird! Even for this school!"

Moka sighed in relief, "Ben…"

"Yeah, you tell him, Ben!" Yukari shouted.

"Yahoohoo! You tell those skanks," Kurumu fist-pumped.

The cheerleaders looked at the unknown opponent, and then to each other. But Rin asked Upchuck, "Uh, yeah… and you are?"

But then, Ren suddenly went wide eyed, as she pointed to the Omnitrix, blushing like crazy, "Ah! Look! That's the same dial lock that Tennyson has whenever he transforms!"

"So, then that means…" Rin started, equally blushing at looking at the new form of their idol.

"IT'S OUR BEN!" Ran shouted, as she ran up to a surprised Upchuck… and scooped him up, cuddling him like a little teddy bear. Everyone, minus the other two cheerleaders, just sweatdropped as they saw the scene before them, as Ran continued to cuddle a struggling Upchuck, as she squealed aloud, "HE'S SO CUTE IN THIS FORM! I THOUGHT HIS OTHER FORMS WERE AWESOME, BUT HE'S SUPER CUTE IN THIS FORM! I JUST WANNA PUT HIM IN MY BEDROOM AND HUG HIM LIKE A LITTLE TEDDY BEAR ALL NIGHT LONG!"

"ACK! LET GO! LEMME GO!" Upchuck struggled, trying to break free of the girl.

"Oh, no you don't!" Kurumu ran up, grabbing onto Upchuck, as she tried to yank the struggling Gourmand away from the fan girl cheerleader. "Ben's mine! Leave him alone!"

"I got this," Yukari winked as she pulled out her wand, chanting, "MAGIC WAND, ABRA KADABRA!"

Suddenly, a couple of garbage cans came shooting at the cheerleaders, smashing into them like torpedoes. This caused the girls to let go of Upchuck, as Moka ran up and scooped him away from the crazy cheerleaders. The cheerleaders realized they were severely outnumbered and outmatched, and ran way, but not before Ran shouted, "This isn't over yet, Akashiya! We'll free Ben of your seductive hickies!" And with that, they bolted right out of there.

"Yeah, you'd better run," Kurumu shouted, keeping herself from exposing her true from. Seething with annoyance, "And what am I, chopped liver?"

"Ben, are you alright?" Moka asked, as Upchuck was slightly dizzy from all the squeezing. But when Moka looked at him in this form, and in her arms, an overwhelming force drover her to do the unthinkable… she hugged him tightly as she squealed, "AHH! YOU'RE JUST SO ADORABLE; I THINK I CAN UNDERSTAND WHAT RAN FELT WHEN SHE SAW YOU LIKE THIS!"

Upchuck groaned as he looked to the Omnitrix's symbol and groaned, "C'mon already! Time Out!"

* * *

**That Night**

**Moka's Room**

After the day was over, and with no sign of the Ben 10-Yson Cheerleader squad, Moka had retreated to her room after the day was over with. Dressed in electric pink PJs, she laid sprawled on her bed, looking up at the ceiling in deep thought. She was thinking about how Ben must have felt with the Fan Club Coalition going after him. She sweat dropped, feeling this may have been payback for what Ben had gone through. But then she turned to her side, looking at her desk. As well as a small photo of her and Ben at their first time in Youkai. The picture had been taken by a fellow freshman who had gotten his camera as a gift, and offered to take a picture of the two, joking that they made an adorable couple.

But Moka just frowned, as she deeply sighed, "Ben…"

"_What are you moping about?_" the Rosario glowed, startling Moka as she shot up, as Inner Moka spoke up, "_I know you think that this Cheerleader squad fixation on Benjamin is your fault, but the only one to blame is…_"

"I know what you're going to say, but I have to disagree," Moka interrupted. But turned away sadly, as she explained, "But that's not what I'm upset about."

"_Then what is it_," Inner Moka asked.

Moka looked at the window, and looked afar to the Boys dorm. There, it was a while ago through some turn of events that Moka had discovered that Ben's Room and her own, both had a clear view to each other. She had found that out when Ben showed her the view at his window, and she pointed out that she saw her own room from there. At that moment, she saw a recovered Ben, back in human form, and placing an ice pack on his head at his desk. Just seeing him from afar made herself question her own thoughts about the relationship they had.

She took a deep breath, and asked not just the Rosary, but herself as well, "Just… what is Ben to me?"

"What kind of question is that?" The Rosario questioned, almost sounding oblivious of Moka's true question to that, "_He's your bodyguard and friend…_"

"Bodyguard, maybe, but Friend, I know," Moka interrupted, and sighed, deeply confused, as she held her Rosario… and brought her hand down to her heart, "So… why do I feel like this, if he's just a friend to me?"

The Rosario remained silent, almost as if Inner Moka was pondering the same question. In truth, the two Mokas were a split of the same person down the center: Light Side and Dark Side. Each given a face and identity of their own. It was true that they felt differently on some cases, but they had one thing in common, even if the latter wouldn't admit it: they cared deeply for Ben, as he was the first person to ever befriend them. So why all of a sudden, did that thought make her heart ache?

* * *

**Elsewhere**

**Youkai Academy Gym**

**Cheerleader Room**

That night, in one of the unused clubrooms, plotting was taking place. Within a room that was covered wall to wall of pictures depicting the young American, and pictures of his known various forms, three fan girls plotted to do away with their opponent.

Ran posted a new picture of Upchuck in what appeared to be a scrapbook of Ben and his various other forms that were seen. She smiled as she wrote the name of the form underneath the picture, "A new form present for our idol's bible. AND A CUTIE TO BOOT!"

"Ben Tennyson," Ren cooed. She was sitting with a cardboard cut out of Ben in her arms. "Why do you go to that skanky vampire girl, Ben-sama? Why? WHY?!"

"You can do so much better, Ben," Rin moaned as he cuddled against a life-size picture of Ben. "Moka and those groupie girls don't have an infinite amount of room in their hearts for you, not like I do."

"We have seen the enemy, and she has seen us," Ran spoke from an actual shrine made to the boy. "Now the battlefield is set for us to destroy the true enemy once and for all!"

"DEATH TO MOKA!" Ren and Rin both cried, still cuddling the pictures of their idol.

"I propose a plan," Ran continued. "We must wait until Moka's alone. That way we are able to crush her! We must not let our idol see this though. Such action would devastate him."

"YEAH," the two fan girls nodded.

"But what about the fact that Moka's an S-Class Vampire?" Asked Ren, "I mean, I know Ben-sama's unstoppable, but she's invincible in combat. Vampires can never lose in a fight unless we have the necessary weakness to exploit."

"Plus, our darling Ben is stuck to her like glue, even when they're not exchanging hickies," Rin added, "What are we gonna do?"

"Don't worry. I've done my homework. Moka can't utilize her true form's potential, so long as the Rosario that's attached to her choker remains there. Ben's the only one who can remove it, from what I've heard through rumors," Ran finished, as she adjusted her glasses, giving off a glint of scheming. "And as for separating those two… leave it to a Dishoujni manga fan like myself to use the Ultimate Lure to separate those two."

"HUZZAAH!" the two fan girls cried loudly.

Ran ran up to a cutout of Ben in casual clothing, and cooed out, tracing her hand on his cheek, "Once she's been defeated, you'll be mine and mine alone. And we'll make such sweet music, my darling Ben…"

* * *

**Next Day**

**After Gym Class**

**Girls Locker Room**

Moka had finished her morning practice, and had finished cleaning up in the shower. She was in a towel, with the rosary seal choker still present around her neck, as she walked over to her locker and opened it. But when she did, a small letter fell out of it. She bent down and examined it; it was sealed with a small heart as she blushed, "This is a letter from Ben," she then began to open it, "But why in secret?" she opened the letter and read it:

_Dear Moka,_

_I'll be waiting at our usual spot in the Forest._

_There's something I need to confess to you._

_Ben_

Moka blushed madly as she looked at the letter in shock, "No way!", she held the letter up, "A love letter… from Ben?"

Hidden behind one of the lockers, a pair of spec lenses reflected in the light, smirking scheming at Moka's surprised gullibility on that letter.

* * *

**Elsewhere**

"Argh! This stinks," Kurumu fumed out, as she walked along with Yukari, as she groaned, "Those crazy cheerleader girls are going after Moka! All because she sucks Ben's blood, and thinks she's giving him hickies!" She stomped on the ground, groaning, or rather whining, "Why can't it be me? If anything, I want a hickey from Ben."

"You know…" Yukari scratched her chin, thinking aloud, "Now that I think about it. It was last week, after the Fan Boy incident, that Ben and Moka started going out into the Youkai forests. All alone. And here's the odd thing: he and Inner Moka are always there."

Kurumu stopped for a moment, and looked to the little witch in shock, "Inner Moka? Wait a minute! Why her?" She thought about it; which was scary, considering that deep thinking wasn't her strong suit. 'Think about this clearly: Inner Moka may be kind of scary, slightly anti-social from her behavior,' she thought, putting all the facts, 'Although… she does seem a bit relaxed and off her guard when she's around Ben.' She felt maybe too relaxed on that.

Sensing what Kurumu was thinking, Yukari thought aloud, "Though it wouldn't surprise me… if Inner Moka was falling for Ben." Kurumu shot her a 'What the Hell' look on her face, as Yukari explained, "It's like this, Inner Moka and the Moka we know are two split sides of one whole. It wouldn't be impossible that Inner Moka would feel the same way about Ben, the way that Moka feels about him." Her face then cringed in seriousness, as she thought aloud, "Although… it could be feesible that what she feels for Ben, maybe more than just friendship. And that these latenight rendevouz they have, well… it could be…"

"NOOOOOO!" Kurumu shouted, as she hunched over… and then scaring Yukari, chuckled evilly, and her eyes glowed crimson, "That Moka… I don't care how tough she thinks she is…" her wings then shot out, and she looked to Yukari, who paled and cringed at the fact that she snapped, "… SHE'S NOT TAKING BEN FROM ME! NOT LIKE A MUTT IN HEAT!"

However, that mismatched remark caused Yukari's fear to drain out, as she mumbled in exasperation, "I think you meant to say, 'A wolf in heat'."

* * *

**In the Forest**

Moka awaited to meet up with Ben, just as the letter instructed them to be at. However, she wanted to make sure she was ready for this. So instead of her school uniform, she decided to dress for this. She was in a black dress with the skirt reaching down to her knees, a white belt around her waist, and a black loose dress jacket, and black sandal heel shoes. She leaned next to the tree, rolling her sleeve to see her watch. She looked around, not sure of what to do or what to say if Ben arrived.

'_I know what you're thinking,_' Inner Moka called out, '_And I disapprove of this._'

Moka frowned, "I know, but…"

'_Have you forgotten what he is, despite what he can do_,' Inner Moka insisted, '_Even if you do feel something other than friendship, I doubt it would work out. He's a human, you're a vampire; your worlds apart_.'

Moka grabbed the Rosario, almost silently not wanting to hear that, she nearly shook, knowing it would be impossible. But she shook her head, "But I don't know how I feel about him. He's very important to me, I know that." She looked away, and allowed a small blush to appear on her face, bringing her hand to her face to cover it, "But still… if I did feel that way, would Ben feel the same way?" The Rosario remained silent, almost contemplating that as well.

"Where do you get off calling our idol by his name?"

"Where do you get off with calling my Goddess's name, you piece of trash," Ran called out, getting Moka's attention from behind. And sure enough, the B-10 cheerleaders were there, crossed arms, glaring at her, and wearing their cheerleader uniforms.

Sensing a bit of dread coming from them, Moka gulped as she stepped back, shrinking in fear, "W-Wait. What are…?"

"Oh, by the way. That letter Ben sent you, was actually one of many we forged for Ben to get us to meet with secretly!" Ran shouted. "Also, don't expect him to come in to the rescue!"

"We also used another forged note to fool him in meeting with you at the library," Rin crossed her arms, acting all smirky at the scheme laid down before them all.

"If was foolish to be here out in the open! For a vampire, you've got a lousy sense to detect danger, even when it's right in front of you!" Ran added. "Here beyond the school grounds, we can do anything we want! Because now, we can defeat you in our true forms! And this time, our beloved Ben wont remove your Rosario to unleash your true form!"

"Prepare yourself for defeat!" cried Ren.

The three girls suddenly arched over, and popping out from their backs, a pair of angelic wings sprouted. They looked to be almost close to angels, much to Moka's amazement. However, this was not their real forms, as they proved it on their first attack. They all opened their mouths, and within them, a small gold ring appeared at the top of their tongues. Once they took a deep breath, they unleashed a powerful scream of high frequencies, striking Moka.

The blast sent her flying towards one of the trees, smashing into it, as bombardment of bombardment of soundwaves hit her. Finally, the waves died down, as she cradled her head; the aching waves of sound echoing through her mind. Never letting out, as Moka tried to right her mind from the shock blasts. But getting back on her feet proved difficult, as her mind was disoriented, 'Wh-What's going on? I can barely stand, let alone move…'

'They're Sirens,' Inner Moka spoke up to her, 'Beings that were said to be on the same level as God. Their voices create a sort of sound wave attack that could lure sailors to their demise, or kill them on the spot with concussive blasts of sounds.'

Ran chuckled out triumphantly, "Nahahahahaaa! This is rather ironic: the most powerful among the monsters, and she's being overpowered by a trio of so-called lower class monsters." She then shot her finger forward, declaring, "Now admit defeat, Akashiya, and surrender Ben's heart to us!"

Moka weakly got to her feet, leaning with the tree behind her, and she galred at the sirens, as she answered, "I never had his heart! He's my friend, nothing else!"

Rin sneered, "So you're rejecting him?"

"How can I reject him, if we've never gone out on a date," Moka reasoned, much to the dismay that the girls didn't want to be reasoned with. But she looked at them, defiant in her answer to come, "But… that doesn't mean I don't care about him! He means the world to me; he was the first person to actually accept me as a vampire. And because of that, I accept him for what he is as well. And I'll gladly die to protect him too!"

"And that is why you must die," Ran declared, as she and her sisters took a deep breath, preparing another shockwave attack.

The blast went off without a hitch, as the soundwaves came waving towards Moka, threatening to destroy her with one blow. Until…

"DITTO WALL!"

Suddenly, crashing down in front of Moka, and multiplying like an amoeba, was a strange creature that had hopped in the nick of time in front of Moka. There were fifteen identical creatures, and they were each the same from head to toe in appearance. It was about the height of a human child. He had white skin, a black head, white face, along with black shoulders. The creature's hands were large with 4 digits and its feet were merely stubs. It had 3 fin-like growths on the head. The creature and its clones also had gem-like orbs on the upper arms, and 3 crater-like things on the waist.

The creature's clothes were black and have an overall-like design. And on the forehead, bore the Omnitrix symbol. Moka smiled, seeing Ben in the nick of time, "Ben!"

"Oh, me and my clones here aren't just Ben," Ben's new form smirked, as they all shouted unison from the wall they made, "WE'RE DITTO!"

* * *

**Omnitrix Encyclopedia**

**Ditto A.K.A. Splixson**

_These people hail from the planet Hathor. They have the ability to clone themselves to an undetermined degree. The clones act independent of the original, but usually do what he wants since they have the same mindset. The link also allows them to telepathically share each other's thoughts. A downside is that they share pain. If one gets hurt, the others will feel the exact same pain. If one gets knocked out then they all go down. They also only possess strength proportionate to their size, which isn't impressive. However, they can also breathe underwater, which comes in handy at sometimes. But what they lack in strength, they make up for it in sheer limitless numbers._

_On Hathor, Splixsons are peaceful creatures that work as farmers or artists. They developed their duplication abilities to avoid predators, as they are low on Hathor's food chain._

The Dittos managed to block the shockwaves, as each Ditto grit their teeth in annoyance and to hold up the wall. Fortunately the girls stopped, as they paled, realizing they had hurt their idol as such. The Dittos broke apart, and gathered around Moka, looking deeply concerned around the surprised girl.

"Moka," Ditto 1 ran up to her, leaning on her knees, as they were eye to eye, "You're not hurt are you?"

"You need aspirin?" Ditto 2 asked.

"Earplugs," Ditto 3 chimed in.

Moka, looking deeply confused by this, looked to all the Dittos, and asked, "Um, I'm fine, but… which one of you is the real Ben?"

All fifteen Dittos looked at each other, and back to Moka, smiling, "All of us."

Moka blinked, as she asked, "Wait! How did you know where I was? And how did you know I was in danger?"

"Well, when I got this love letter from my locker, saying that you'd wait for me in the Library. When I spotted one of those Cheerleader girls sneaking away," Ditto explained, causing Rin, the girl who delivered it to flinch, and pointed out, "I figured they had to have done the same thing. So I went Ditto and looked all over around campus."

Ditto 15 hopped up and down, shouting, "Hey, I'm the one that found her, you know!"

"You guys did all that, including getting hit by that Siren soundwave, just for me. After all I put you through the whole week," Moka tearfully asked.

All the Dittos nodded in agreement, as Ditto 1 answered, "It's because of all that, you're helping me a great deal in getting stronger. Protecting you is the least I can do."

Suddenly, Moka lunged forward, and scooped up Ditto 1, embracing him in a warming hug, as she whispered, "Thank you, Ben."

All the other Dittos chuckled bashfully, blushing and acting all shy as they all acted that way, as Ditto 1 returned the hug, and smirked, "Aw, shucks, Moka. It's nothing."

However, the happy moment was interrupted, as they all heard sobbing from behind the Ditto group. There, they saw the Ben 10 Cheerleaders weeping like crazy. It was pretty evident that this only made their hatred for Moka even greater. "Dammit," Ran whimpered out, "Damn you, Akashiya. You're stealing our man from right in front of us."

Rin whimpered as well, "Shit, doesn't she know she's hogging all the love? How does a girl as perfect as her gets a monster like him?"

"That does it! She's in violation of the Romance/Anti-Trust Act!," Ren shouted out. Suddenly, her wings sharpened out, as they flung forward, as she shouted, shooting arrows of feathers at Moka, "WELL, IF WE CAN'T HAVE HIM, THEN WE'LL MAKE SURE HE CAN'T HAVE YOU!"

Ditto went wide eyed, as he saw the feathers coming at Moka. He broke her hold on him, and he jumped up… taking all the feathers in him. He fell to the gorund, crying out in pain, and in a strange turn of events, the other Dittos fell to the ground, feeling and acting the same way as the one that got hit. Ditto reached for the control symbol, and tapped it quick, and in a green flash, Ben reappeared in front of Moka.

She ran to him, as she was on his knees, looking to him in concern, as she held his shoulders, "Ben! Are you alright?"

Ben shook his head, as he glared at the Cheerleaders, who were preparing to fire a barrage of feathers at them. "I will be, as soon as I…" Ben started, but groaned as he looked to his arm where the Omnitrix was. Still embedded in his arm, one of the feathers still remained. Gritting his teeth, he pulled out the feather… but accidentally reached out and pulled at Moka's rosary. Once again, the air seethed with such monstrous aura, as Moka changed into her Inner persona.

Moka-sama glared deeply at the cheerleader sirens, "All this over an infatuation with my other's dear friend? You've dug yourselves a ditch in this foolishness."

"Blab and stand defiant all you want. You may have the most strengths, but you're riddled with the most weaknesses," Ran shouted, as she and the others unleashed siren shockwaves nearly pushing Moka-sama, despite all her strength to stay her footing.

Ben was struggling with the sounds as well, until he was alerted to a beeping from the Omnitrix. He looked down at the Omnitrix, which was blinking brightly a shade of yellow. Ben arched an eyebrow as he brought the siren feather closer, which made the device blink and beep faster. "So that's what it's reacting to," Ben deduced

Rin shouted, "and a sharp object to the heart's one of them!" And the girls all shot their feathers right at Moka-sama, as the girls' soundwaves kept her pushing, and she paled as the feathers were coming at her.

Suddenly, Ben shot in front, as the startled Moka-sama shouted, "You idiot! Get out of the way; you'll be killed!"

Ben smirked defiantly, as he brought the Omnitrix, which featured a new form of a small fellow with headphones on, "No today. I'll be going hero!" and slammed on the lens, activating the transformation.

Ben's body was bathed in a growing green light, as his body shrunk down to the size of a ten year old. His body's structure became more silicon than carbon, and metallic features began to form on his back and ears. His voice box became a living amplifier, and in a flash, the change had finished as the new aliens stood between Moka-sama and the Siren trio.

"Echo Echo," Ben's new form, as well as five immediate clones, spoke out with a speaker voice tone.

The new alien, or aliens, was a small white silicon-based alien whose body is a living amplifier, has a headphones connected to square appendage resembling an MP3 player in his back with a port on it decorated with a binary digit situated like the number 10, and cassette tapes-like on his lower legs.

* * *

**Omnitrix Database**

**Echo Echo AKA Sonorosian**

_Echo Echo is a Sonorosian from the planet, Sonorosia. __Sonorosians are the only natives with the innate ability to manipulate sound waves, but other creatures on Sonorosia are able to take advantage of the planet's cavernous topography, utilizing different specific locations on the landscape as whisper chambers or to generate echoes as a defense mechanism. __He can scream at ultrasonic frequencies, capable of overloading machinery and stopping projectiles in mid-flight; also can use __echolocation__; channel vibrations to enhance his power and transmit sound waves through speakers. He also has the ability to duplicate himself, but unlike Ditto, in that the clones are not linked in any way and can revert even if all duplicates are not re-integrated, which splinters the original's personality. With these skills, Sonorosians can create a "Wall of Sound", where the original and his clones can redirect projectiles back to their source by bouncing them off of strategically placed clones. Also, they revealed an ability to fly by using sounds at a precise frequency to rocket themselves off the ground. It is also revealed that the body is actually a containment suit, and that the inner body is living sound waves._

* * *

The five clones stood together, and unleashed a powerful sound wave through their five combined speaker voices. The sudden sound blast scattered the feathers all around, stopping the projectile objects in mid-flight. The sirens stood there, completely aghast, as one of the Echo Echos pointed out, "This has gone far enough! Echo Echos… Together!"

The five stood defiant, as the reared their heads up, and shouted, "WALL! OF! SOUND!" and unleashed a powerful sound blast that caused the girls to nearly fall off their feat, as well as scatter any and other projectile feathers at Moka-sama.

Suddenly, two Echo Echo clones appeared in front of Moka-sama, and two more in the trees. The pair of Clones nodded, "Get ready for a Boost, Moka!"

Moka-sama seemed a bit confused, but then smirked, "Hmmm. Wall of Sound, eh? Very well." She ran towards the two and hopped up. The two boomed up a sound blast, sending Moka-sama flying upward in the air. Then the other two Echo Echos blasted forward, sending Moka-sama forward… right towards the struggling Sirens. She then shouted, as she was shooting towards the trio like a torpedo of vampiric power, and shouted, "KNOW YOUR PLACE!" and delivered a powerful roundhouse kick, sending the sisters flying and crashing into the trees, knocking them out cold.

Once the Sirens were down, Echo Echo changed back in a green flash, and Ben was once again himself. He smirked as he looked at a victory well done, and to Moka-sama, "Gotta admit, first time usage on that new alien was awesome!"

Moka-sama snorted, "You could still use a little more practice. I believe you once said, we barely scratch the surface of what we have."

Ben smirked as he scratched his head, hiding his dread, "Then I guess that means more training then, eh?"

"Actually…" Moka-sama crossed her arms, and turned towards Ben, "I think we should put all that on hold. Permanently."

"What?" Ben paled out, "But we were making a whole lot of progress. I admit, I'm no way close to strengthening my senses like a vampire's, or even close to beating you in less than ten minutes…"

"Benjamin," Moka-sama calmed him down as she walked towards him, not being arrogant. But surprisingly, concerned for him, "A week ago, you asked me if I could make you into a better fighter to protect the Other Me while I sleep, right?" Ben nodded at that, "And you've actually managed to do so. Creating strategies and picking the right forms to perfect a combination attack to actually go on par with me." But she crossed her arms, looking to the side, "But as payment, I asked for two pints of blood, as well as push you up to eight hours of training nonstop. I have to remember, you're limited, so I can't push you to a breaking point as you fall asleep in class every day. You need to watch your health from that."

"Oh," Ben slumped.

"And besides," Moka-sama said as she let her trademark small smile appear only to him, "You know we look out for each other. So don't try playing solo hero just yet." She then looked out to the forest, and called out, "You get all that, Yukari? Kurumu?"

Ben arched an eyebrow, and saw up in the air, Kurumu and Yukari, flying overhead. They had watched the whole thing, just after they had heard sound waves blowing out of the forest, erupting into explosions. Yukari paled at what she had learned, "So he's been practicing with Inner Moka for the whole night for a whole week, and after that gets his blood sucked out? No wonder he looked dead to the world."

Ben just had to smirk that that scene, but then was startled, as Moka-sama slipped her arms around his neck, startling him. Now, they were looking eye to eye, almost as if the Inner Moka was hypnotizing him with her ruby eyes. Kurumu gulped as she called out, "Moka, no! you said so yourself you'll drain him dry!"

"Not hardly," Moka-sama whispered, and gently nuzzled Ben's cheek with ehrs, as she silently and gently, whispered, "Here's another Lover's Bite… for my final training tuition."

"Lover's Bite? Hey, wait a minute! You know?" Ben asked, but stopped as she had already sunk her teeth into his neck.

"CHUUU!"

"Ack! Moka-sama can't you be a little more gentler?" Ben pleaded. Once again, another usual day for Youkai Academy.

However, the cheerleaders, who had regained consciousness, smirked as they all said, "AWWWW! THEY MAKE AN ADORABLE COUPLE! GOOO BEN AND MOKA!"

* * *

**Next Chapter: Club Hunting; Out of the Water**


	6. Club Hunting

**Ben 10 Alien + Vampire**

* * *

**Chapter 6:** **Club Hunting; Out of the Water**

* * *

_Back in Bellwood High school, the Bellwood Bears soccer team was facing against the Bellwood Squires from Madison High, the school fighting against Bellwood High. Ben, dressed in the green, black and white soccer uniform on the Bellwood Bears, had the ball at his feet, kicking at it as he ran. Flanking him were JT and Cash, who were playing for the Bellwood Squires. They were trying to get the ball from him. And to Ben, there was no chance in hell he was gonna let these two do that. Not in this game, because for Ben, it was way too important. When they both tried a sweep kick to trip him, he jumped over them and continued to run, snickering as the two collided, falling flat on their backs to the ground._

_The goal was in sight, and with a single kick, he sent the ball sailing through the air and into the net of the goal. The crowd cheered as Ben had just scored the winning goal for his team once the referee declared that time was up. Among the crowd, his parents, Carl and Sandra Tennyson, cheered their boy on a victory well done. Gwen and her parents were there, applauding and cheering among the crowd._

_Even among them was Grandpa Max, who gave Ben a thumbs up, smirking, "I am so proud of you, Ben." Ben smirked back, as he returned the thumbs up, right back to his Grandpa._

_Feminine cheers and cries caught his attention as he turned to see the cheerleaders. They were waving and trying to get his attention for themselves. Ben smiled as he ran over to the cheerleaders… and saw a familiar pink-haired girl, wearing a sexy looking cheerleader's uniform from his school. _

_"Here, Ben," the girl handed him a bottle of water._

_"Thanks, Moka," Ben said as he took the bottle._

_Later on, the two were alone near the soccer field, away from spying eyes. They stood under a tree, hidden in the shade, as they stood together, holding each other in a close embrace. The two gazed into each other's eyes, their hearts beating fast as they both knew what was soon to come next._

_"Ben," said Moka softly, a fresh blush appearing on her face as she softly smiled to his gaze, "Are you sure? You know what we're doing, right?"_

_"I know, Moka," he smiled at her, holding her close, as they embraced one another, as he answered, "And what we're doing is what our hearts have been telling us to do for a long, long time. Baby… you're my forever girl."_

_They both closed their eyes, puckered their lips and leaned in closer to…_

* * *

WHAM!

Ben was suddenly shocked awake by a chalkboard eraser to the head. Snapping his eyes open, he looked to see Miss Nekonome glaring, but still retaining a sunny disposition.

"Now I sure hope my class isn't boring, Mr. Tennyson," the cat woman teacher said, her smile never disappearing even in situations like this.

"No, ma'am," Ben shook his head.

"Well, please try to stay awake, alright?" she advised, as the hair shaped like ears twitched on her head, "I have an important announcement to make."

Ben nodded and straightened himself up in his seat. He could hear his classmates snickering, Kurumu was just gazing at him lovingly, probably thinking he looked cute when he was sleeping, and even Moka was giggling too. He frowned but then it quickly turned into a smile as he remembered the dream. It didn't stop the throbbing in his head though.

"Now then," Miss Nekonome smiled. "Because our school is made much like human schools, joining a club is mandatory in our curriculum. That way we will be able to join the human world much more easily. Your participation in clubs will help better enable you to understand and fit more in human society. It will also deepen your tastes in their arts, and a better understanding of human culture."

Ben scratched his head. He really was getting used to the fact that he had to join one of the student clubs. Then again, a lot of these people weren't human and hadn't been raised in the human world. It made sense that they needed to get used to the things that humans did. Still, Ben was probably an expert at what humans did. He had been living like one his entire life. But the mentioning of the clubs returned him back to what he had dreamt of.

'A premonition?' He thought to himself, remembering what his cousin had told him about some dreams are somewhat of a subconscious gaze through a possible future. He blushed a little, as he smiled, 'Moka as a cheerleader. Hmmm. Seems reasonable; I can't think of anyone with enough spirit than her or Kurumu.' He then thought of Kurumu in a cheerleader outfit and had to hold his nose from blood loss, 'Perhaps a little too much spirit for her, at least.'

"But sensei!" one student called as he raised his hand. "If that's the case then you'd get an F for your disguise."

"Arw?" Miss Nekonome blinked. She looked at her behind and spotted her tail. She then poked at the feline ears on the top of her head. She looked between her obvious feline features and then back at the student who pointed them out. She was then a flurry of movement. "RAWWR!"

"Gyaaah!" the student suddenly cried. His face was suddenly covered with scratches. He dropped back into his seat, seemingly in a daze.

"Girls are scary when you say things they don't like," Ben gulped, and then thought back of Kurumu, the Siren Cheerleaders, and even the Inner Moka, and gulped harder. "But… monster girls are even scarier."

"Anyway," Miss Nekonome smiled, somehow looking fine even though she had just mauled one of her own students. "All the clubs will be running booths all day! Don't be afraid to visit the Newspaper Club too. I'm the advisor so don't be shy!"

Ben snickered at the blatant advertising. Still, he had been wondering if there was a soccer team here at Youkai Academy. He hadn't seen much in terms of sports teams since he came to the school. Of course, with all the fights he had gotten into, as well as the extra attention that his friendly girl trio had kept giving him, he hadn't been able to check.

"C'mon Ben!" Moka smiled as she took her friend's arm. "Let's see what kind of clubs are out there!"

"Oh, right!" Ben nodded.

* * *

**Outside**

**Club Fair**

Classes for the rest of the day were cancelled because of the day's "Club Fair". All the school's clubs had set up booths to advertise their clubs and to draw in new members who were interested in joining. Ben looked around with a look of wonder and amazement. If he didn't know better, he would think that this really was a human school and not a monster school trying to mimic one.

"Ben, have you decided on a club yet?" asked Moka who was with him.

"Well, I was hoping to join the soccer team," he answered.

"Oh, you play, right?" Moka said, remembering when Ben once told her about his life in the human world.

"Made MVP one time too," Ben boasted.

"Well, if I was going to join a club, I wish it was with you," said Moka honestly with a blush. Ben blushed too, even when she made the suggestion, "Maybe… I could join the soccer team as a cheerleader. I could always encourage you to keep your spirit up."

Ben blushed even deeper, as he remembered the daydream in class. Definitely a premonition if he ever doubted it. "Let's look around for a bit, OK?" smiled Ben.

"Sure!" Moka cheerfully perked up, Ben thinking that her inner Cheerleader was awakening at the prospect of joining the school's soccer team.

"Are you both looking for a club to join?" a beautiful girl asked, with aquamarine hair and golden shells in her hair. She had a slender figure, which she was showing off in a purple bikini and sarong. Ben blushed bright red when he saw her. She was incredibly sexy.

"Uhhhh..." he stuttered.

Moka looked to Ben's drooling reaction, and nearly huffed that he was acting like this.

"I'm Tamao Ichinose, 2nd year student and President of the Swimming Club," she introduced. She looked Ben over. "You're Ben Tennyson, right? I've heard a lot about you."

"You have?" he blinked, as did Moka, but she sighed, knowing full well he would probably get attention as such, due to past actions.

"Who hasn't heard of you, Mr. Tennyson. There are a lot of rumors about you," she leaned in closer. "They say you can change into a lot of different monsters. I wonder if they're true."

"Well, you know how things get exaggerated," Ben shrugged. It seemed he had gotten a lot of fame through his Omnitrix-powered exploits.

Moka wasn't liking how Tamao was being too friendly with her friend Ben. She gave the sophomore girl a dirty look before grabbing Ben's hand. "Ben, let's look around some more," she sternly said, hoping to pull him away from Tamao, "Maybe we can find the soccer team."

"Oh, Okay." He said to Tamao, "See you around."

"Come back anytime," Tamao smiled back. "You're most welcomed." She watched as Moka dragged Ben off, and couldn't help but let a small chuckle escape her lips, sensing she had driven a wedge between the American and the Vampire.

Ben was a little confused as to why Moka was being so upset, but he figured how he was looking at Tamao probably didn't help. In his defense, when a girl walks up to you in a bikini, she can get kind of distracting. And things get worse, whenever a girl that was with you, gets irked at such a distraction.

The other clubs didn't look nearly as appealing as the Swim Club did. A creepy guy with his eyes bulging out, holding a camera and ghost photos moaned out, "Care to join the Photography Club, and take pictures of Ghosts?"

This gained a response, with Moka running into Ben's arms, with a startled scream, "Aaah!"

The same thing happened when they checked out the Acupuncture Club, with their latest member. A hulking green bald fellah with needles all over his body, glared down at Ben and Moka, as he asked, "Care to join the Acupuncture Club?"

Once again, Moka ran into Ben's arms, smiling as she screamed, "Aaah!"

Things didn't go too well elsewhere, as a gaggle of Mummies tried to surround them, "Mummy Club?"

Third time's the charm, Moka leapt into Ben's arms, swept off her feet, as she screamed again in startled terror, "Aaah!"

The Chemistry Club wasn't any better, as they were all a bunch of lovesick geeks, who held out Love Potions. One of the members, a perverted giggling geek, held out a violet flask, hoping for Moka to ingest, as he advertised pervertedly, "Care to Join the Chemistry Club, and test out our Love Potions, Moka?"

Moka ran up, pressing herself to Ben for protection, as she smiled with a startled scream, "Aaaah!"

Ben sweat dropped as he looked to the girl, and mumbled, "You're enjoying this, aren't you?" He then looked around, and groaned, 'Isn't there a single normal club out in this school?'

* * *

**Later On**

After a while both Moka and Ben walked around, almost feeling defeated in finding a club for them both to join. The Chemistry Club had proclaimed love for Moka, hoping to make beautiful love potions with her. The Mummy Club was filled with weirdoes in Ben's opinion. How they managed to become a club in the first place was beyond him. The Photography Club seemed to have more guys like the Love-Love Alliance who were busy taking pictures of Moka. The pink-haired vampire was a much desired figure for all the clubs. It got so bad both she and Ben had to escape outside. And after the prompt escape, they both walked together in utter defeat, the first in Tennyson's in High School, probably Moka as well.

"None of these clubs seem to be for me," Moka huffed after their prompt escape.

"Did you see that guy from the Acupuncture Club?" Ben asked incredulously. "He looked like something out of a horror movie. Some kind of pinhead or something; kind of like a Frankenstein version of Pinhead from Hellraiser."

"I guess the sports teams are set up somewhere else," Moka shrugged.

"Oh? Looking to joins a sports club?" a new voice asked.

Ben and Moka turned to see Tamao, still in her bikini and sarong, leaning next to a drink machine with a can of iced tea in her hand. She still had that easy smile on her face. Moka frowned slightly and Ben flushed slightly. "You know, the Swimming Club is holding a swimsuit contest to draw in new members. Even if you don't plan on joining, you're still welcome to come and watch," Tamao smiled, hoping for the American to reel the bait.

A swimsuit contest. That was any man's dream. Even Ben seemed interested, as he thought of the idea of Moka in a bikini. But then, suddenly a thought of the Inner Moka in a sexy bikini. And in response, was the imagined platinum-haired beauty delivering to him one of her 'Know your Place' kicks to him. He shook his head, hoping to steer away from such thoughts, as he came back to reality.

"Well…I was kind of hoping to find if there's a soccer club," Ben frowned slightly.

"Well that's good," Tamao smiled. "Members from the other sports clubs drop by to have fun during the exhibition. We in the Swimming Club get along SO well with the others sports clubs."

"Really?" Ben asked with a growing smile. "What do you think Moka? This might be our chance to find a Soccer Club."

"Um…" Moka hesitated, clutching her rosary like a life preserver and doing her best not to sound scared, "Swimming?"

Sensing the fear, Tamao smirked a little, hiding it with her relaxed face as she looked at Moka. "Hm, I heard that you're a vampire, Moka Akashiya," Tamao said, and Moka gasped. "Wonder if all the rumors of that are true."

"Rumors?" asked Ben, looking to Moka, and then to Tamao, "What rumors are you talking about?"

"It's nothing," Moka spoke quickly, as she stood in front of Ben. She looked up to Tamao's challenging gaze, and answered, "We'll be there. We can find the Soccer Club if what you say is true."

"It is," Tamao nodded with a smile. "Well, we will see you there then. Bring swimsuits."

"Sure," Ben nodded, and looked to Moka without her noticing. It wasn't like Moka to be so confrontational; well, maybe a little from Kurumu at times, but nothing like this. Ben figured that something was bothering her.

* * *

**Later On**

**Youkai Academy Swimming Pool**

**Swimming Club Center**

"Oh…my…god," Ben murmured in English. He was dressed in a green pair of swimsuit shorts that stopped in the middle of his knees, with a white green line on both sides, and on the waist.

Ben was sure he had seen teenager heaven, as he gazed the sight before him. There were pretty girls in bikinis everywhere, all teenagers that didn't have at least a modest swimsuit, just all of them in drop dead tie on bikinis. Even the guys that were joining the club weren't having a bad gazing time, and actually got to interact with the girls with no signs of rejection. They were splashing and giggling with the boys who had come. It seemed too good to be true that they were getting along, with no signs of being shy around the boys at all. Ben was tempted to pinch himself to see if he really was dreaming or not. Still, he could have fun when he did what he had to do.

"Soccer Club," Ben reminded himself. "I'm here to find someone from the Soccer Club." But, his attention was taken to another sight, as he saw Moka.

Moka was the only person still in her uniform. She looked extremely uncomfortable and skittish around the pool. She was eyeing what everyone was doing carefully, and was staying far away from the edge of the water. Meaning she kept to the steel gate at all times. Ben was wondering what she was so nervous about, but guessed that she was hydrophobic or something. He decided to go over to her, and try to comfort her at least, just so they could find any members of the Soccer Team members for admission for membership in both team and cheerleader squads.

"BEN!" Kurumu suddenly appeared, tackling into the boy who was caught by surprise.

"Kurumu, hey-" He then took notice of her. 'WOAH!'

"Oh, do you like it?" she smirked as she did a sexy pose that made her breasts bounce. She was clad in a yellow bikini that didn't leave too much to the imagination. Ben nodded dumbly. She then hugged his arm to her chest. "Well, I hope we can get some alone time later. Then I can take it off for you." She pressed on further, as she asked, "Ben… maybe sometime today… you could teach me to swim."

Ben gulped, "Uh, yeah. But Kurumu, that swimsuit."

She blushed deeply, but not in embarrassment, as to what she did next. She undid the knot in the back, allowing the straps to come undone, but cupped her chest to keep the bikini on. Ben nearly went gushing out blood from both his nose to his ears, as she cooed, "Or if you'd like… you could help put some lotion on me. You know what they say about guys who have amazing hands, right?"

KLONG!

A large pail knocked Kurumu to the ground before it disappeared in a puff of smoke.

"Stay away from Ben, you big breasted cow!" shouted Yukari who was clad in a blue onepiece. The standard school swimsuit. "He doesn't need you shoving your boobs in his face!"

"At least I have breasts!" Kurumu snapped as she got back to her feet. "You're as flat as a washboard! Why would Ben even think of looking at you? You're just a little kid!"

Yukari smirked, "Well, at least I won't have to worry about mine sagging when I get older!"

Kurumu nearly snapped at that, as she seethed iwht frustration, "Sag? Hardly! I doubt you'll get any bigger than a surfboard."

KLONG! "Take that back!"

"Make me!"

"Try me, Bazooka Girl!"

"Better a Bazooka Girl than looking like a little boy!" And once again, the two were in headlocks, pulling at one another.

"This is getting to be a running gag," Ben sighed. He looked over to Moka, who still looked uncomfortable. "So, how about we look for someone from the Soccer Club?"

"Okay," Moka nodded with a nervous smile.

"Well hello there."

Ben and Moka turned and again found themselves looked at Tamao again. She was without her sarong, but the bikini was still there. Ben gave an admirable effort not to stare at her figure. Moka huffed again at the appearance of the Swim Club captain.

"H-hey," Ben waved.

"Hello," Moka nodded stiffly.

"Why aren't you in the water?" Tamao asked in a pouting tone. "I don't think you can really enjoy what we have to offer if you don't get in the water."

"Well, I was kind of hoping to find a representative from the Soccer Club first," Ben replied.

"Oh, well I haven't spotted anyone from there yet," Tamao replied with a smile. "Why don't you enjoy the water? If I or one of my club members spots someone from the Soccer Club, we'll let you know."

"Well…I dunno," Ben muttered.

"Oh come on," Tamao giggled, as she took Ben's arm. "All work and no play makes you a dull boy, you know."

Moka tried to protest, but Tamao was already off with Ben. However, after seeing Ben like that, with Tamao, Moka seethed with anger, as she fumed, 'Stupid Ben, acting all flirty with her.' Finally, she shouted, "That's enough!"

Both Tamao, who didn't seem fazed by that, and Ben stopped in their tracks, as Ben looked to Moka, "Moka?"

"Ben, you really wanted to join the Swimming Club just so you could hook up with girls, didn't you?" she interrogated.

Pulling away from Tamao, Ben protested, "Moka, you know that's not why we're…"

"DON'T YOU DARE TELL ME I DON'T KNOW, BEN TENNYSON," Moka nearly screamed out. "I'm not putting up with this! Goodbye!" And started to run off, with Ben about to catch up to her.

But a sudden splash caught her attention, and she had to move to avoid being splashed by one of the other members of the Swim Club. She gulped, nearly getting hit by it, as she paled and slightly shook in fear. Ben saw that, and it was evident that Moka was afraid of the water for some reason. Tamao stepped up, and smirked, "You two sound like an arguing married couple." She then looked to Moka, and advised, "Listen, Moka. There's a fundamental rule in life that I've learned in my Freshman Year here. The only thing a boy and girl should know as they grow up, is to take and be taken, if you get my meaning. This is the swimming club, Akashiya, so if you're not going to swim, go bother someone else."

Another splash caught her attention, this time, striking a little water on her leg. Moka paled at the contact, and gulped, 'I've got to get out of here.' And ran off, before Ben could catch her. Just watching her run away like that in fear, it wasn't hard to see something here scared the life out of her.

* * *

**Back With Moka**

As for where Moka was, she was sitting in an alley between two buildings, gritting her teeth in pain. Some of the water had gotten on her and now she was in pain. To vampires like herself, water was a weakness and in her sealed state she was feeling intense pain.

Her rosario suddenly spoke, "_You fool, why did you even go near the pool? You should've stayed away. You know what water does to us_."

"I know, but I… I just… I wanted to be with Ben," she said, shivering.

"_Fool, if the boy can't see how hurt you are he's not worth the trouble_."

"I thought you liked him."

"_I just admire his abilities with those alien forms of his but he hasn't earned my full respect yet_." Indeed. To earn Moka-sama's respect took more than just strength.

Moka pulled her legs close, hiding her cringed fear, as well as a few soft sobs escaping her from her fear, as well as the huge wall that came between her and Ben. "Ben…" she whimpered, feeling worlds apart from him like this.

* * *

**Back at the Pool**

Ben was drifting along the water, looking rather miserable despite the environment. The view was nice and the girls seemed friendly, even helping some of the boys who actually had trouble swimming. Still, Ben suspected that those guys were only pretending to be having trouble so the girls would hold them. Still, Ben really wasn't having fun. He just wanted to find someone from the Soccer Club and any guy he tried to talk to told him to bug off before heading to meet with one of the Swim Club girls. It annoyed him to no end and he was getting tired of the disrespectful attitude that the boys were showing. Was he really drooling like an idiot over these girls?

Even worse, Moka seemed to be absolutely miserable. She had sitting against the fence and looking pretty sad. Ben felt a gnawing at his gut every time he saw her. Even after she had ran off, it made him feel even more miserable. Even Yukari took notice, despite her spat fight with Kurumu. She noticed Ben just sitting at the edge of the pool, looking around for Moka. Something was bugging him deeply, and she had to find out what it was.

* * *

**Back with Moka**

After Moka had regained her strength, as well as sobbed enough, she got back on her feet. Though most of her strength was a bit gone, she had to lean on the wall. She steadied herself, and prepared to go back to the pool. However, the Inner Moka wasn't about to let her do so, '_Don't even think about it. Do you really want to go back there and go through all that again?_' Moka frowned at that, but Inner Moka wasn't through yet, '_Just end the relationship with the American. He obviously doesn't appreciate your needs. He doesn't care…_'

"THAT'S NOT TRUE," Moka cried out, not believing what her Inner self stated. "He's not like that! Not Ben!"

She remembered clearly since the beginning of this year. How he had stood up to Saizou that first time, or when he decided to leave. It wasn't just because that she was afraid for himself, but he thought once she had learned the truth, their friendship would have ended with her fear of him being a human. Or when he had risked his own life countless times protecting not just her, but Kurumu and Yukari as well. He did care for them, because they were his friends. He didn't care what happened to him, all he cared about was making sure they were safe and happy. And that was exactly what he was trying to do: find a club they could all belong to.

'_Even if that's so, you can't swim with the others,_' Inner Moka advised, '_We couldn't go near them in the water…_'

"I don't care," Moka said, moving much better and stronger, as if her determination was giving her strength again. "I just… I want... I want to be with Ben."

* * *

**Back at the Pool**

Ben just leaned on the wall, watching the others play around, while he looked around to find someone from the Soccer club. But to no avail, as no one seemed to even care about finding athletic members for clubs. All they seemed to care about was hanging around the girls, getting smooshed in the back with their boots or even being touched by them. So far, he was starting to understand why Moka stormed off; thinking he was just here for something like that. He sighed at that fact, but it was something else that was bugging her deeply.

"Ben?" Yukari suddenly appeared behind him. Startled, he turned around and saw she looked rather concerned, as she asked, "You not having any fun?" She smirked a bit, asking, "You know, Kurumu would probably catch you like this with your guard down."

"Yeah, sorry about that," Ben apologized as he looked around, "It's just that Moka stormed off; I can't blame her. I was set to finding the members of the Soccer Club here, and all I find are just guys only interested in three things from the girls here." Ben emphasized the three measurements of girls, which was what boys were going gaga for when all girls wore was a bikini. But then he looked confused as he stated, "Though I think it has to do with Moka's fear of water."

"Fear of water?" the little witch asked, but then pieced it together, as she answered, "I think I know why. It's because the water can hurt her."

Ben looked confused by that, as he replied, startled of this intel, "Water hurts vampires? But I always thought their weaknesses revolved around silver, stakes, crosses, or even sunlight." But then he thought about sunlight, and realized Moka didn't get hurt by it, even if it was barrier-made. But the water made sense, considering that Moka was avoiding it altogether.

"Well, water is sort of a purifying agent," Yukari pointed out, "If a vampire comes into contact with it, they lose their power and become weakened. I can't believe Moka never told you that." She then looked at Ben, who was deep in thought at first, but then turned his attention to the gate door, and walking very warily to avoid the water… was Moka. It seemed as though she was returning, but was still uneasy. Yukari nodded to her, "Maybe you should talk to her on it. Patch things up between you guys."

Sighing, knowing full well this was all his fault, he paddled over to her and leaned against the wall.

"Hey, Moka," Ben sighed. "You came back?"

"Yeah," she replied, though looked around, weary of any splashes.

"Are you gonna be okay here?" Ben asked, knowing full well she wasn't okay, but wanted to ask her in order to help.

"Not…really," Moka admitted sadly. Unable to meet his gaze for a moment, after what she had said to him. Sighing, she looked to him apologetic, "I'm sorry about what I said to you earlier. About being here to hook up with girls. It's just…" she blushed, feeling ashamed at her thoughts, or what she said next, "It's just that in the water, those girls… they can be near you without ever getting hurt. And me…" She stopped, feeling that if she was ashamed for such a weakness.

"I heard vampires can't cross running water," Ben frowned, breaking the ice between the two. "Is that true?"

She was a bit surprised by that, but relaxed as she felt now she could trust him with this secret, as he trusted her with his. "Sort of," Moka nodded. "We can't touch water at all. Unless it's treated, mostly with special herbs, we can't touch it, let alone jump into a huge quantity of it, like in a pool. That's why I treat mine with a special Black Beauty Rose petal herb whenever I need to clean up."

Ben thought about it for a moment, and then nodded, as if he finally got something, "No wonder you smell like roses all the time."

Moka had to smile at that, but continued, "Once we come into contact with it, we begin to lose our power and weaken dramatically. If we're exposed to it, it's like being shocked with immense electricity. And if we're not careful… we could be weakened enough to be killed by any enemy taking advantage of that."

"Yeah, Yukari told me the whole thing, when you bailed," Ben replied truthfully. "Moka, why didn't you say so? I'm not even having that much fun here right now. Why don't we head out and find a different club?"

"But…didn't you want to meet someone from a Soccer Club around here?" Moka asked.

"We're better off finding their booth," Ben frowned. "All these guys prefer to look at the girls in bikinis." He then mumbled, though loud enough for Moka to hear, "Not that I was any different in wanting to see you like that." That earned a bashful blush from both him and from the vampire girl, as he continued, and looked to her seriously. "I swim to have fun, not stare at girls. Let me get my towel and then we can get going."

"Okay!" Moka smiled.

Both suddenly heard screaming and when Ben spun around, he saw the Swimming Club girls biting the guys and the guys started to turn into dry and wrinkly husks. "What's going on!?" shouted Ben.

"Ben, get out of the water!" shouted Moka as she reached for him but a splash of water caused her to recoil.

"Moka!" Ben cried but the water began choppy and messed with his balance. Suddenly, bands of seaweed shot out around his wrists like lassos, and dragged him further into the water. Until finally, he crashed in the middle of the slaughter house, as boys who were barely alive, keeping afloat and gasped. Ben righted himself, as he looked around to find a way out of there. But he saw Moka on the other end, almost looking like she'd jump in.

To prevent her from doing so, he shouted to her, "Moka! Don't worry, I'll get out of here!"

"Sorry, Ben Tennyson, but I can't really let you do that," smirked Tamao.

Ben turned to where the Swim Club captain was, and found that her legs were replaced by a large orange-scaly fish tail. Her ears were likewise replaced with fins of some kind. Obviously she was some kind of water aligned monster; possibly or no doubted a mermaid. One that Ben had to get away from. Unfortunately, Tamao proved to be fast in her true form, wrapping her arms around his torso and dragging him down.

He struggled to break free of her grip, as he gritted through his teeth, "Let go of me!"

Tamao just chuckled at his futile attempts to break her hold, "Sorry about being so rough with you. But I never told you, I had my eye out on you for some time, ever since this school year started and I saw you at the Opening Ceremony." Her mouth then elongated, reminding Ben of one of his forms, only in female form. "You have such an intoxicating spell… much like a human." She saw the fear in his eyes, and reassured him, "Oh, don't worry, Benjamin. We don't kill, we're mermaids, after all; even if we suck the life-force out of our prey, we never kill. Besides, you're so cute."

Catching his attention further, several of the mermaids were swimming around, and whining that she had first bite on this guy.

"Tamao, come on."

"Yeah, don't hog him all to yourself."

"I want a taste."

"Yeah, me too."

Yukari and Kurumu ran to the edge of the pool, attempting to go and rescue him, as they both shouted, "Ben!" But they were stopped, as soon as a swarm of mermaids blocked their way, hissing at them to keep from making a move.

"BEN!"

That shout caused Ben to have the very blood to freeze in his veins, as he saw what was going to happen. Despite her Inner self's warnings, Moka jumped out to the water, and dived right in, in an attempt to try and save Ben from the mermaids. However, as soon as she was in the water, she shot upward, screaming in pain, as bolts of electrical energy swarmed around her, but didn't touch the others. This was only for her to feel this pain, as she cried out in agony; the water draining her power and strength as long as she remained in it.

"Hahahaha! So the rumors were true. Moka Akashiya is a vampire," Tamao chuckled, as she still held on to Ben, who could only look in horror at what was happening to her.

He struggled, as he saw her getting weaker by the second, and pleaded, "Please, just let me go! I have to help her!"

"I won't let you go," Tamao chuckled, as she reached for his neck, "Didn't I tell you before, you're mine."

And just like that, Moka sank into the water, most of her strength leaving her completely.

Ben struggled against Tamao's hold as she tried to drag him under water. He managed to get one arm loose and activated the Omnitrix. "Oh, no. I'm not giving you a chance to change," Tamao grabbed his arm, preventing him from slamming down the lens, "As I've heard, you can't transform without having to turn that on. So I won't give an opening…"

SMACK!

With a flying kick, Kurumu had flown in behind, and delivered a nosedive kick behind Tamao. This caused Ben to get free, as he looked behind, and saw Kurumu restrain the mermaid, "Go, Ben! I'll hold her off, just get Moka out of the water!"

"Got it," Ben nodded, and without looking, he scrolled through the alien forms quickly and slammed his hand down, "Going hero!"

He dived right into the water, as he swam as fast as he could to the sinking Moka. As he did so, the flash of green light was blinding and Kurumu, Yukari, as well as all the mermaids shielded her eyes. Everyone could see the glow of green shining under the surface of the water. As Ben was going through the changes, he was reaching for Moka long enough to get ot the intended target: The Rosario. If at all possible, in her True Form, the damage could be minimal and recovering would go faster. As his five fingers disappeared to make room for three webbed clawed digits, he snatched the Rosario loose. And in the mixture of the water, red and green flashes mixed together, as the alien and demonic auras mixed together.

Before anyone could figure out what was going on, there was a large splash as something leapt out on to the pool patio.

"Ripjaws!" the creature called as he revealed himself, holding a semi-conscious Moka-sama in his arms.

He had light blue scales with white eyes. He had a fish like head with green fins on his forearms and head, a face that looked like an angler fish's along with the hanging antennae and webbed feet and hands. He also wore a black loincloth that reached down to his ankles. A black patch of cloth on his shoulders bore the symbol of the Omnitrix.

* * *

**Omnitrix Encyclopedia**

**Ripjaws A.K.A. Picciss Volann**

_These aquatic people hail from the ocean planet of Picciss. They share a few traits with the earth animals known as alligators, sharks, and fish. They have a large mouth which allow them to swallow large things, as well as sharp finger claws, capable of slicing through rock as well as steel like butter. They are able to withstand high pressures of water along with breathing it. Their danglers allow them to see in the dark. Despite their ability of land travel, they get quickly dehydrated within a few minutes of being away from water, making the use of this form on land limited._

* * *

Moka-sama coughed up a little water, and then glared at the alien Gillman, "You idiot! You took your time."

"Better late than never," Ripjaws told her, as he quickly carried her to the end of the patio fence. There, he set her down to lean against the fence, as he used his claws, and extending large mouth to tear open a hole. He threw the fence piece he took out aside, and looked to Moka-sama, "Try and get as many people out as you can. I'm gonna stop those guppies from eating anymore."

Moka-sama snarled at him as she spat out, "I'm a vampire! I don't take orders, at least from an idiotic moron who doesn't consider my Outer's feelings!"

"I didn't know about the water weakness," Ripjaws defended.

"That's no excuse, you insensitive idiot!" Moka-sama spat out back at him. "You should have considered the Other's feelings! Instead, all you did was thinking that you and she are on equal grounds, and never considered she would get injured in this!"

"Look I'm sorry. You can berate and bite my ear off on this later," Ripjaws attempted to reason with her, but started feeling a little… dried out, as he wobbled, "Just ge… COUGH! You just ha…COUGH, COUGH!" he then stumbled down on the ground on all fours, gasping deeply, almost to the point of wheezing.

Moka-sama looked startled at this sight, and blinked, "What's going on? Why are you… ?"

"It's… this form's… weakness," Ripjaws wheezed out, as the gills under his neck shrunk with every drying breath, "I can't… stay on land for… for much longer. If I'm on… on land for more… than a few minutes… then I'll dry out."

Moka-sama looked shocked to that, believing that he was all but invincible in the alien forms he took. It never occurred to her or to the Other Moka that they had their weaknesses as well. She attempted to get him back in the water, until seaweed vines shot out, ensnaring Ripjaws wrists, and pulling him further away from the pool.

Tamao and the other mermaids, who used angles to ensnare Ripjaws, cackled, "So, even with all your forms, Ben, you picked a Fish out of Water. Not too bright of a choice, is it?" She then spotted Moka-sama get up, with a little strength, as she grabbed one of the vines, in order to break them and get him back in the water. But Tamao wasn't going to let that happen, "Oh no, you don't! You may be the most powerful monster, but now you're just a beached minnow like your friend over there."

She and the others then shot up in a sort of dolphin stance, and started kicking water at Moka, weakening her further, and to be certain they didn't splash the Picciss Volann. "C'mon, Vampire, drink up!" Tamao taunted, as the struggling Moka was doing her best to tear the seaweed, despite all the sparking electricity dancing off her body.

The other mermaids taunted as they kicked water at her, "Drink it! Drink it! Drink it! Drink it! Drink it!"

SLAM! BANG! CRASH!

The rows of mermaids were swatted down, all by wash pans, as Yukari, who waved her wand out, shouted, "Drink that, you big bazooka chested hussies!"

Moka still struggled to get the seaweed off of the gasping Ripjaws, realizing he didn't have long. Until Kurumu slashed at the seaweed bands, setting him free. She looked to Moka, "C'mon, help me get him in the water."

"I don't need your help in this," Moka-sama prideful defended.

"Come on, I know the water weakened you a bit. Ben knows it too, so just swallow your pride and let us help," Kurumu explained. The vampire nodded, as she and Kurumu dragged him as fast as they could, and dunked him in the water. They saw him float to the bottom, as Kurumu paled, "C'mon, Ben! Breathe!"

Even Moka-sama paled a bit, not seeing him move at all, 'Were we too late?' shaking it off, her anger override her and Outer Moka's fears, as she shouted, "WAKE UP, BEN!"

Suddenly, deep within the water, as if he had heard Moka's cry, the black eyes of Ripjaws opened up, as his lungs inhaled the water filling his fish lungs with the necessary oxygen it carried for him. The legs disappeared into the loincloth which then turned into a fish's tail before Ripjaws before he sped through the water like a torpedo. Tamao didn't hesitate as she let her face change to a slightly fish-like image with sharp teeth. She and the other mermaids meant business. On the other hand, so did Ripjaws.

Ripjaws plowed through the water like a shark, overshooting Tamao before she could even blink. At first Tamao thought it was an accident before the screams of her fellow club members reached her ears. Turning around, her eyes bulged as she saw her fellow mermaids being pulled under the water before being hurled out of the pool with a muffled 'krack' noise. Even some of the mermaids tried to escape, as they reached the edge. However, they weren't lucky, as they were pulled into the water screaming, like victims from the movie, Jaws. Others got a face full of fear, as when they tried to get to the edge, Ripjaws leapt at them with a gaping mouth, dragging them back in the water. If Ripjaws didn't hold back on biting or clawing them real hard, the pool waters would be running red with mermaid blood. Luckily, even as mad as he seemed, Ben or Ripjaws was showing much controlled restraint on this.

The collected boys were taking advantage of their sudden savior, and were scrambling out of the pool as fast as they could.

"No!" Tamao shrieked. "I won't let our meals get away!" She glared at Ripjaws, as he popped up to face-to-face with her, as she declared, "I don't care how tough you are in the water, this is our ocean, and you're just a barracuda."

"Yeah," Ripjaws pointed out, "But don't get cocky. I could both beat and eat a minnow like you in my sleep."

Tamao's forehead sported a vein, as she took that comment personally, "Minnow? You'll pay for that!"

Diving into the water, Tamao surged towards the image of Ripjaws, who had just punched one of her club members out of the pool when they tried attacking him from behind. Turning, Ripjaws narrowed his beady eyes on the approaching mermaid. Growling, he took off with a surge of water. She was the last mermaid in the pool.

Above the water, Yukari, Kurumu, and a still recovering Moka-sama, were watching the choppy water in concern. None of them were going to be any use in the situation. Luckily Ripjaws was holding back on ensnaring them, if he hadn't, it would have been a literal bloodbath. They were confident since Ripjaws had beached all of the other mermaids, save Tamao herself. They could see the two aquatic fighters swimming at each other at an incredible speed. Suddenly, the two shot up in the air, with Ripjaws higher than Tamao, who gloated, "Nowhere left to swim, Tennyson!" Just then, Ripjaws smirked, which irked Tamao, as she shouted, "And what's so funny?"

"You took the bait, just like a fish," Ripjaws gloated.

Tamao's jaw opened wider, as she shouted, "Oh, really? And what makes you think you have the advantage?"

"Because I…" Ripjaws started, as he tapped the Omnitrix symbol, and in a flash, transformed into Cannonbolt, "… can switch forms out! CANNONBOLT CANNONBALL!" and immediately balled up as he charged right at a screaming Tamao, colliding with her as the speed of the attack, as well as gravity, sent them pummeling towards the glassy surface of the pool

SPLOOSH!

There was a sudden explosion from the pool as the two images collided into the water. The water splashed in all directions, soaking almost everyone. Yukari cast a protective shield so Moka-sama wouldn't get wet, while Kurumu just took advantage of it. Everything was silent as the water calmed down. The image under the water moved to the edge, as suddenly a green flash was made, and a soft splashing noise announced Ripjaws exiting the pool. In his hand he was clutching the unconscious Tamao in her human form, as he walked to where the huddled mermaids were, as he overshadowed them.

"Now, listen up, because I'm only gonna say this once! We are not your food!" Ripjaws snapped at the recovering mermaids, making them shiver in fear. His big-toothed maw made for an intimidating sight, as he roared out, showing how big his gnaw could get. Frightening the mermaids that he could swallow their heads whole. "Learn some self-control! Or the next time this happens… I'LL BITE ALL YER HEADS OFF! RWOAAAAAAOOOOOOOORRRRWWW!"

The mermaids all screamed in terror as his roar lasted about thirty seconds, and he stopped. Though the mermaids turned human girls screamed for an additional fifteen seconds, until finally, they looked at Ripjaws in fear. He leaned in, and whispered, "This is the part where you run away." And they did so, as they reverted to human form and sped out of there like crazy fan girls at a boys band concert.

Dropping Tamao on the ground, Ripjaws walked over to his friends. He raised his webbed hand to the Omnitrix symbol and deactivated it, flashing green. Now Ben again, the American walked up to his friends. But not before he grabbed a towel, and walked over to Moka-sama placing it over her like a warming blanket in a fire.

"You guys okay?" he asked in concern.

"We're OK!" Kurumu smiled, "Way to go, Be… I mean, Ripjaws! YAHOOHOOO!"

"I'm okay too!" Yukari smiled.

Moka-sama kept her face hidden in the towel wrapped around her body, until she looked at him as he knelt down to her eye level. He then bowed his head in apology, "I'm sorry. I should have considered both your feelings from the start of all this." He then clenched his fists, as he grit through his teeth, "Instead, I just… "

Sensing the anger, not because of the mermaids, but of his own actions, Moka-sama took a hand out. Both Kurumu and Yukari thought for a moment she would slap him. Until she placed it on his shoulder, getting his attention, and instead of seeing anger or annoyance, it was more of an apologetic look on hers. "I should also berate myself as well," Moka-sama admitted, "I didn't realize your various forms had their own weaknesses as well. You nearly risked yourself dehydrating just to make sure I'd stay away."

"So… we're okay," Ben asked hopefully.

Moka-sama took the rosary from Ben's hand gently, but before she snapped it back on, she smiled, "I think the term you Americans use is… frosty, right?" Ben nodded, with a relieved smile on his face, as her cocky attitude returned. Secretly, she was pleased to see that the American had finally taken notice of both her and her softer side's discomfort, 'He's finally starting to learn.'

Needless to say, none of the four friends wanted to join the Swimming Club after the little stunt the senior members had pulled. After Kurumu and Yukari got their regular clothes back on, all four friends made tracks.

* * *

**Three Days Later**

Unfortunately, most of the club booths were full and the ones left were clubs that were either filled with weirdoes or clubs they didn't want to join.

When Ben eventually found the Soccer team, they'd refused his application. Apparently, they didn't have any spots on the team anymore but in reality they were doing it out of spite because of Ben being so close to Moka. He didn't know this but he had a feeling that they'd rejected him out of jealousy. Well, who needed them anyway?

At the moment, the group of friends was sitting in the cafeteria. Kurumu sighed, "I guess we don't have any clubs to join now, huh?"

"I guess so," admitted Ben.

Moka just looked to Ben, and smiled, "I'm just glad you're safe, Ben."

"I'm sorry I brought you to the pool, Moka," Ben apologized. "I didn't know that water did that to you."

"That's okay, Ben," Moka smiled. "I never told you so how would I expect you to know?"

Ben smiled at Moka's forgiveness. She could have been seriously hurt by the water and the mermaids had she been exposed too long, but she chose to forgive him anyway. It had been about three days for her to recover, just sleep and daily visits from Ben so she could intake his blood, seeing as how feeding on his blood sped up her healing. He felt better about that much, and knowing that he could help her out at least. Still, their main problem was still there. None of the good clubs had room for them now.

"What's this?" asked a cheerful voice and they turned to see their teacher, Miss Nekonome, looking at them. "Why so glum?"

"We don't have a club to join," said Ben.

"Oh, no problem!" said their teacher with a knowing smile. "Why don't you all join the Newspaper Club? All our members graduated last year so it's pretty empty. How about it?"

Ben perked up. "Hey, that's not a bad idea." It was a chance for him and Moka to be in the same club. He turned to his pink-haired friend, "What do you say, Moka?"

"It sounds like a good idea," said Moka.

"Hey, let me join too!" said Kurumu, as she and Yukari ran up to them, attempting not to get separated from one another. "If Ben's joining the club, then so am I. I'm not about to let either you or the Inner Moka snatch him away like that!"

"Me too! Me too!" Yukari added.

Ms. Nekonome smiled, "Alright! Talk about a lucky break in finding new blood!" Looks like the Newspaper Club was going to get some new blood after all.

And speaking of Blood, Moka lunged at Ben, embracing him, getting close to his neck… "CHU!"

"Moka, come on! I gave you three days of blood already!" Ben cried out, feeling the fangs in his neck again.

* * *

**Next Chapter: The Peeping Howler; Wolf vs. Wolf**


	7. The Peeping Howler

**Ben 10 Alien +Vampire**

* * *

**Chapter 7: The Peeping Howler; Wolf vs. Wolf**

* * *

**The Next Day**

**Youkai Game Field**

After school, the girls went to the field to watch Ben play soccer…with himself. It wasn't so hard once he changed into another cute looking alien form known as Ditto. They all looked identical and there were 10 of them, 5 on each side. Luckily, colored arm bands made sure that the Dittos could tell which was on which side.

"Block him!" one of the Dittos shouted as another one of them got the ball closer to the net.

"I got him!" the goalie called as he prepared himself.

"Try to catch this!" the Ditto with the ball grinned as he kicked the ball as hard as he could. The Ditto goalie couldn't get to it in time and the goal was made.

"GOOOOAAALLLL!" the kicker Ditto and his team cheered as they crowded together in celebration.

"Yahoohoo! Go Ben! All of you!" Kurumu smiled as she waved her arms.

"Um…which one are we cheering for?" asked Moka in confusion. All the Dittos looked alike to her so she wasn't sure who to cheer for. The colored armbands, which were blue and red, didn't help matters much either.

After the small game was done, Moka had met up with Ben once he had changed back. She acted rather shy around him, as she asked, "Um, Ben? Can I... suck your blood?" But before he could answer her, she had run up to him and locked him in a gentle embrace.

"Um, Moka, could you…? Ack!" he started to protest, but it was too late. She sank her fangs into his neck, drawing out a little blood from it.

After she was done, she pulled away, cupping her face, as she blushed crimson, "Wow, Ben. As always, your blood so so yummy. I think I'm hooked on it."

Ben groaned, feeling a bit drained than normal, "Yeah, maybe the story to write once we join the Newspaper Club is American Exchange student dies of Anemia."

"Ben!" Kurumu called out, as she pounced at him, getting him in another face/chest press, as she clung to him, "Todays the first day we all join in the Newspaper Club. And I'm so happy that I get to be in it with you!" she cradled his head to her bosom, like a loving mother. Though in her case, this was more of a smothering than a sigh of affection.

As Ben proved it when his muffling pleas kept going unheard of, 'Mmmm… AAAHH! NEED AIR!'

"That's unfair, Kurumu! Stop it," Yukari appeared and pleaded, "I joined the club, too. So give me a chance with Ben!"

She ran up, attempting to glomp Ben, "Sorry, but no." But Kurumu pulled him away before either Yukari or Moka could pull him back.

As she did so, Ben continued to be smothered by the marshmallows he was placed in, as he clawed out the air and muffled out, "Sherioushly… need.. air…"

Kurumu smirked at the two, but more at Moka, as she silently declared, 'I'm not giving up. Ben's my Destined Partner, and the bond between us will grow stronger by being in this club together.' She glared daggers at Moka, who seemed to return the glare with sparks, 'I'm not about to share him with you, Moka. He'll fall in love with me, and you'll just be an afterthought.'

As the two older girls were glaring down one another, Yukari was the first to notice. Ben's body was struggling to break free, until a gasp was made, and it suddenly went limp. Yukari panicked, getting the girls' attention, "OH NO, KURUMU! YOU'RE SMOTHERING BEN! HE'S DEAD!"

The girls stopped their staring, as Kurumu released Ben from her hold. His face was all blue and his eyes swirling around; the only audible sound he made was a small moan. The girls panicked in thinking they killed the boy, or rather they panicked as they attempted to bring him back, ad Moka pleaded, "No, Ben! Stay away from the light!"

"You've got to pull yourself together, Ben," Kurumu shook him to awaken.

"He was so young!" was all Yukari could do to make sure he was alright.

Yep, for Ben it was the first morning of their club time together. And already, he was wishing he had stayed in bed, or at least found the soccer team.

* * *

**Afterwards**

**Newspaper Club Room (Classroom 3-1)**

They day had gone and soon Moka, Yukari, Kurumu, and Ben were all waiting in the classroom that Miss Nekonome had designated as the Newspaper Club Room. At the moment, the advisor herself was standing at the front of the room. And sadly, no one else was there, save for the five of them.

"Uhhh," Ben began in confusion, looking to the cat teacher for answers. "Is… isn't there anyone else in this club?"

"Of course there is, silly!" Miss Nekonome smiled. "He seems to be running a little late though. He's the club president so he'll be here to help answer any questions you have!"

Almost as if on cue, the door to the room slid open, as Miss Nekonome smirked, "Ah, here he is now."

Stepping inside was a young man who seemed to be at least a year older than them. He appeared to have a light build on him, but due to his size, it almost looked medium. He was wearing the school uniform, but without the tie and the first few buttons undone, exposing his collar bone. He was also wearing a silver wolf head male choker necklace. He had black hair which seemed to be untamed and held back by a red headband. He also had some good looks with him too. And in his arms were two bouquets of flowers.

"Oh man. The first day and I'm already late," the boy sighed as he walked to the head of the classroom. "Hey. My name's Ginei Morioka. Just call me Gin for short. Let's try to get along shall we?"

Grinning, Gin walked forward to meet the group of friends. Smiling charmingly, he handed the two bundles of flowers to Moka and Kurumu, "I gotta say this club lucked out to have girls as pretty as you two joining up."

Moka flushed slightly while Kurumu took it in stride. She was used to getting such flattering compliments, though hoped to hear some from Ben one day; those comments she would be flattered by. But Moka never considered herself that pretty so getting compliments was still new to her, as she flushed from the compliment and the flowers. Ben rolled his eyes as he waited for Gin to stop trying to flirt with his friends.

"And you must be the child genius Yukari Sendo," Gin smiled as he produced a rose for the youngest of the group. "I guess it's true what they say: Big things come in Small Packages. Welcome aboard."

Leaving the giggling Yukari, Gin turned to face Ben, "And you have to be Ben Tennyson, the American shape shifter. The American who's got so many forms, he has to wear a limiter to keep them from overloading and killing him." He then extended in a handshake, as Ben took the invitation as they shook. "You know, people have been talking about you so much, I might have to do an article about you."

"I think I'll pass," Ben chuckled. "I'm trying to avoid the attention, seeing as how it just brings trouble." Well, at least Gin seemed to be an okay guy.

"That's a shame. I never give up on a story though," Gin smiled.

"Well, it looks like things are under control," Miss Nekonome smiled. "I have to attend a faculty meeting, so I'll leave things in Gin's hands then. See you later!" With a wave, Miss Nekonome left the classroom.

Gin saw this as his cue and sauntered up to the front of the classroom and stood at the podium. He leaned on the wooden stand and looked out at his new club members. "Okay, for all you newbies, the School Newspaper is the source of all information and news all things Youkai Academy," Gin explained. "As such, we search out news everywhere to report to the students."

"Yeah!" Ben and the girls cheered. It was a very inspirational speech for a simple club. Seeing that he had his club member's enthusiasm, he decided to continue.

"Okay, first order of business then. I've already found a scoop for you newbies to be your first Front Pager," Gin nodded, turning serious. "There have been numerous reports of someone peeking in on the girls changing rooms, and even in the girls' dorms. All these happened over night, with only a few girls only catching a silhouette and nothing else. No one has been able to get a good look at him and he's been gone so fast no one else has managed to catch him in the act."

"Geez. What a creep," Ben grimaced. Sure, he had a healthy appreciation for female bodies, but this was taking things a little too far.

"I know," Gin nodded. "Our first assignment is to interview people who claim they saw this guy. After all, a journalist's strongest resource is the people: lesson Number One. We're also going to be putting up posters for the Newspaper club while we're at it."

Everyone sweat dropped at the notion. Apparently he was still looking for more members for his club. Still, with only five members, it was understandable that Gin would want to bring in more members. Most of the other clubs did have dozens of members and even though Gin had the hottest girls in the school in his club, he still had a small club.

"Still, don't let this halt your investigation," Gin continued. "Let's catch this guy!"

"Yeah!" the girls cried.

* * *

**Later That Day**

**Main Hallway**

The day was spent putting posters all around the academy for the girls. Ben and Gin started out by asking several girls about what they saw and whatever information they could offer. Of course, they could have gotten a lot more interviewing done if Gin hadn't spent half of their time flirting with the girls they talked to. Eventually, they stopped to put up more posters.

"Did you find anything?" asked Moka curiously.

"Not much," Ben sighed as he looked over his notes. "So far no one has gotten a good look at this guy. All they managed to see was some messed up shadow peeking at them. The second they saw him, he bolted."

"He's a slippery one," Gin muttered.

"So you have nothing?" asked Kurumu disappointedly. She was looking forward to seeing Ben kick the pervert's butt.

"Well, I think this guy's using his true form to peek," Ben replied as he began eating his lunch. "From what some of the witnesses said, once they saw the silhouette, it disappeared once they turned around to get a good look at the guy. I don't see how he can be so fast otherwise."

"You think so?" wondered Yukari. "That might be a hint! I don't think many monsters can go that fast!"

"It's something," Ben shrugged. "Still, if we really want to get this guy, we might have to catch him in the act."

"And that would be the hard part," Gin nodded. He then looked over to Ben, and handed him some posters. "Say, Ben. Could you post these over on the main doorway. I've gotta make sure the girls don't hurt themselves."

"Got it," Ben nodded, as he ran over to the other side of the hallway.

Yukari popped up, and hiped up, "Anything I can do?"

"Nothing yet," Gin reassured her, but pointed out, "If you want, you can go get snacks. I gotta feeling we'll be pulling an all luncher." Yukari looked confused by that comment, as he explained, "That means we'll probably be skipping lunch."

"Oh, okay, go it," the little witch understood, and took off.

After Ben was done, he started back to where the others were, but stopped for a moment. Once he was in eyesight of the others, he noticed Gin kneeling down, and smirking at something. He arched an eyebrow in confusion as he cautiously walked over, 'What is he doing?' He slowly walked over, making sure not to make a sound, and looked at Gin, who didn't seem to pay much notice to him. He then turned to where Gin was looking, and saw he was looking at the girls. Though he wasn't sure that it was the girl's he was looking at, due to the flush on Gin's face. He knelt down, just to get at his eyelevel, and looked up…

… only to get a first front row seat of Moka's and Kurumu's panties. The American paled at this as he went bug-eyed, 'WHAT THE HELL?! HE'S CHECKING OUT THEIR UDNERWEAR!' He sharply turned to Gin as he stood, up and shouted, "Gin! What the hell are you doing?!"

Gin immediately got up, and looked away, acting innocent, as Moka and Kurumu turned around to see what all the shouting was about. As did Yukari, who had just come back from the school's store with a bag of snacks. But Gin shrugged, "I don't know what you're talking about, Ben."

"You know exactly what I'm talking about," Ben persisted.

"Um, what's going on," Moka asked, oblivious as to what happened a while ago.

Gin shrugged, "Oh, it's nothing much. Ben's getting all frustrated that I caught him spying up your skirts."

"WHAAAT?!" both the girls and Ben shouted in surprise, Moka and Kurumu shocked at this turn of events, and Ben of being accused as the pervert.

The two girls ganged up on him, as they glared daggers of disgust at him, "BEN!"

Ben shrunk back, as he tried to defend himself, "Girls, I swear. I didn't look!" Ben scratched his cheek with a bit of shame, "Although, I only peeked for a second, but that's not the point! Gin saw them first; I was only looking just to see what he was looking at!"

DOUBLE SLAP!

The girls didn't care much about the explanation, as they were too miffed at Ben's perverted actions. So, for once in their quarreling battle for Ben's affections, they double-slapped him in the face. The poor boy was disoriented with two red handmarks on his face, as the attack was pretty powerful due to their monster strength, and him secretly being a mere mortal human.

Kurumu came to her senses, as she apologized, "Oh, I'm sorry, Ben! My hand just slipped." She then shyly walked away, dragging an equally miffed Yukari, "But seriously, Ben. If you wanted to see my panties, you ahd to do was ask."

Ben regained a bit of his senses, as he shook it off, and then saw a much fuming but calm Moka. She walked past him, as he tried to reason with her, "Moka, I would never do that to anyone. Not even you; especially you!"

She stopped in her tracks, but kept her back turned to him. Her face was hidden by her bangs, until she finally spoke up, sounding rather upset and hurt, "Ben… I hate perverts." And stormed off, leaving Ben shattered and defeated by those three words.

Gin shrugged, "Thanks, Ben. Our first club meeting's over a lot faster than I thought." And just walked away, without a care in the world.

Ben's defeated sorrow disappeared, as his fists clenched up, seemingly angry that he just took the fall and made the scapegoat. Until he finally shouted out ot the ceiling, "What the hell?!"

* * *

**Girl's Restroom**

After washing her hands, Moka looked to the mirror, a look of flustered frustration written upon it. She sighed, not believing that Ben had done such a thing. But the evidence was written on Ben's face when Gin made mention of what he had done. She just couldn't believe it. She looked at the mirror, fuming in her mind, 'That's so gross; I feel so dirty.'

She sighed, as she grabbed her skirt, in fear of someone else peeping, 'Was Ben really peeping?' But then, another thought popped in her head, as she blushed, 'But still… which one's did I wear?' Slightly fearful and curious, she slowly lifted the skirt, just enough to try and see the reflection of them…

'_What are you doing?_' Inner Moka spoke up through the Rosario, startling Moka as she screamed in fright. '_Calm down. I don't know of what's going on around here, but I'd keep an eye out for that Morioka._'

"Gin?" Moka asked.

'_I can't say for certain_,' Inner Moka advised, '_But I sense something dangerous about him; so be extra careful around him._'

Moka blinked in confusion on that, just as the Rosario went silent again.

* * *

**Later That Night**

At the dorm roofs, Gin stood there, gazing at the moon as if the maiden of the Moon was calling out to him. He smirked at the glowing orb, "Another beautiful full moon." He then gazed down near the Girls' dorm, and spotted Moka's room window. There, he saw the pinkette vampire, sleeping peacefully in her bed and covers. The boy let out a small wolfish grin spread across his face, "But… it can't compare to you, Moka Akashiya. My little Moka."

And suddenly, a large howl pierced the quiet night air, and then went silent as it died out.

* * *

**The Next Day**

Ben walked behind Moka, not really sure if she wanted to talk to him. This was kind of a first in the morning, seeing as how he knew the routine. Moka would run up to him, catch him in a hugged embrace, then have her morning quota of his blood. And usually Kurumu would run up and glomp on him, usually pressing his face into her boobs, and unknowingly suffocated. Then Yukari would show, wand waving and pan-smashing Kurumu away, trying to get him and Moka together, all for the sake of her threesome plan. Though today, it didn't probably due to him being framed of being a peeper.

He wanted to talk to Moka, but the look on her face, and what she said yesterday, it wasn't gonna happen. He sighed, as he knew the truth, 'She's never gonna talk to me again.'

Moka stuck out her tongue playfully, as she kept her distance from Ben, 'I know it seems like I'm not going to talk to him again, but a healthy dose of the silent treatment should be enough for a hard lesson learned. He's got to know there are consequences for looking up my skirt.' But she slightly turned to face him, and saw the depressed look on his face, though he didn't notice her looking at him. She turned forward again, and her smile just faded, 'But still… he could at least try to talk to me.'

* * *

**Later That Day**

**Elsewhere**

**Girl's Locker Room**

Some of the girls were changing or getting a shower as the P.T. session they had gone through was over. And as fate would have it, Gin was walking past that area outside, as he stopped to hear the girls conversing. He scooted over, hoping to get a 'juicy' lead. One of the cheerleaders, smirking with glee, gossiped with a few of her friends. The first girl asked her friends, "So is it true with all the rumors going on? Are Tennsyon and Moka really dating?"

That caused Gin's ears to perk up suddenly, listening in on the conversation. The second girl shrugged, "You know, I'm not really sure, but they have been seen going everywhere together."

Gin scowled and his eyes bulged at this piece of information as the third girl started, "I've heard that some of the other students see them together… and that she kisses him on the neck,"

One of the girls sighed for a moment, envious of such an experience, "I wish my boyfriend would do something like that. To have your neck kissed… that's so old-fashioned but it's sooooooooooo dreamy!"

The girls sighed, envious of Moka's supposed romantic experience. However, Gin was growling or teething as a vein popped on his forehead and his upper face was covered in shadows. Until finally, he shot up from his seat, holding his head with his hands, and wept out loud hysterically, "Going out together? KISSING ON THE NECK?" he now just imagined them all alone, in a bedroom, all over each other under the covers; his beloved Moka giving herself to that loser Gaijin, Ben, "AAAAAAAAAAAAAAAAAAAAAAAAAAAA AAH! THIS IS NO JOKE! YOU GOTTA BE FREAKIN' KIDDING ME! BEN! BEN IS BAD! BAAAAAAAAAAAAAAAD!"

The girls just stepped back for a moment, after hearing that uproar, they opened the window… just to see no one. They shrugged and closed the window, shrugging as they went back to getting dressed.

Gin, who was now on the roof above the changing room, finally took a breather as he finally calmed down. He glared at the floor and thought to himself, 'I need to take precautions. I've got to split those two apart.' But then, eh thought about it, 'And I think I know how to do it.' He suddenly remembered what Moka said the other day,

_Ben… I hate perverts._

Gin smirked, a scheme already percolating in his mind.

* * *

**Newspaper Club (Classroom 3-1)**

The girls all sat in one corner, while Ben sat in another. They were slightly avoiding him like a plague victim, all simply because they had spotted him peeping up their skirts. Although, the girls were in the club room first, just chatting about the leads they had found, and then Ben walked in the room. Once he was in there, they were giving him the silent treatment, and turned away not even looking at him. Sighing in defeat, he walked away from them, still keeping his distance from them, as he sat at an empty chair. It wasn't the best time for the club at this moment.

He sighed, as he pulled out a folder, containing some info on the peeper, and looked at the evidence… alone. Although he had been slightly caught peeping, Yukari whispered to the girls, "You know, I know Ben's a guy and all. But I never once saw him try to do what Gin said he'd do."

The other girls looked at each other, a bit unsure of their accusation. They were going to walk over to him and talk to him, until Gin popped up in the room, with info, "Heads up, guys. I think I just found a lead." He then pointed out, "One of the girls I interviewed mentioned she saw someone suspicious over at one corner of campus. I think it sounds like a solid lead."

"You think so?" wondered Ben, forgetting that the girls were ignoring him. "Where is it?"

"Near the edge of campus," Gin answered. "You know, one of those back lot places like where the incinerator is kept. No one goes there, but lots of people can see it. It actually makes for a good place for privacy."

"I'll bet that pervert has been creeping around there!" Kurumu growled as she clenched her hands. "I can't wait to give him what for!"

"You'll get your chance," Gin nodded. "Anyway, Ben, I want you to help me investigate this lead. I want the girls to keep putting up posters while we investigate. It shouldn't take too long."

"You got it!" Yukari smiled with a thumb's up.

"Great," Gin grinned. "Okay, Ben, let's get a move on. The sooner we investigate, the sooner we can catch this guy."

"I'm on it!" Ben nodded as he got up.

As he past Moka, she slowly got up, and tried to call him out, "Ah, Ben. Wait, I…" But he and Gin were already gone; she slumped back in her chair, and sighed sadly, "There goes my chance to apologize."

* * *

**Later On**

**Outside**

The two young men headed around to the back of the school. It looked pretty bare save for the wall of a building with a small window and a nearby barrel. Ben looked around, finding that it didn't look too much like a secret hideout. In fact, it looked like no one would go there period.

"Are you this is the place?" Ben asked uncertainly.

"From what my sources tell me," Gin nodded. "I think he must be inside. Think you can take a look?"

"Um…" Ben mumbled as he looked around for something to stand on. For some reason, he was beginning to get a bad feeling about all this. It was instinct. After fighting evil for so long he developed pretty good instincts, with help from Grandpa Max and his cousin Gwen.

"You can get on this barrel over here," Gin announced as he pushed the metal barrel from before over. "It feels pretty solid, but you'd better get on top of it. You look lighter so you had better do the lookout. I'll keep it from falling."

"Okay," Ben nodded. Ben stepped onto the barrel in question and stood up. He kept himself steady and gripped the windowsill for balance. After making sure he wasn't going to fall, he dared to take a look inside.

"So, Ben, what do you think of Moka?" Gin asked, stopping Ben from looking into the room. "I mean, do ya think she's cute?"

That question got Ben blushing a bit, as he gulped, looking rather bashful, "Well, she's um… I mean. Well, she's the first girl to actually talk to me, and kind of put up with me." But he smirked, "Actually… I think she's pretty."

"Really?" Gin smirked, as he turned away, hiding a glint in his teeth, "Because honestly, I thought she was smokin' hot when I saw her. And I thought to myself, I want her in my pack."

Ben arched an eyebrow at that, but returned to the task at hand as he looked inside. What he saw threatened to make him break out in a sudden nosebleed…or make him grin like an idiot. What he saw was a bunch of girls who attended Youkai Academy. They were all in various forms of undress, revealing their underwear and a lot of their bodies. Apparently the girls of Youkai Academy liked to wear frilly underwear too.

"Wagh!" Ben cried as he fell backwards and onto the dirt. He gasped for a moment to catch his breath. "Wait a minute! That…that was…"

"The girls' changing room, I know," Gin chuckled. Ben looked over and saw that he was holding a camera up to Ben and not holding the barrel like he said he was. "Enjoy the view?"

"Huh? Wha-?" Ben gaped. "What the heck is going on?!"

"I'm catching the Peeping Tom, of course," Gin chuckled as he turned the digital camera around and revealed a picture of Ben looking into the locker room. "Bet Moka won't be too happy with you when she sees this shot."

"What!?" shouted out Ben. He then realized it. "You set me up!"

Of course, the girls had heard him.

"What was that?!"

"Is it the Peeping Tom?"

"Sounded like a guy!"

"Now that was a dumb move. Those girls are gonna come out here in force," Gin chuckled.

"Why are you doing this?" asked Ben in anger as he reached for his Omnitrix.

Gin answered, glaring darkly at Ben, "I'm willing to do anything to get my hands on a pretty girl like Moka. You're an obstacle that in my way. Sorry, but all's fair in love and war. Later, Ben." With a wave, Gin vanished in a blur.

Ben gaped as his club president vanished. Still, he had something else to worry about as he heard shouting.

"It's him!"

"The Peeping Tom!"

"Get him!"

"Oh, man!" Ben gulped, as he saw the angry mob of girls with various make-shift weapons, mainly brooms, baseball bats and mops. He made a break for it and activated the Omnitrix. "Come on, give me something so I can hide!" He slammed his palm onto it and vanished in a flash of green light.

The girls ran past a bush, threatening to pummel the peeper into a pulp. Once they were gone, Grey Matter snuck out from behind the barrel drum, and let out a breath of relief. Of course, he was also angry at Gin. "That Gin. I'm gonna kick his butt for this. But first, I gotta get away." The small alien then scurried away to safety.

* * *

**Back Inside the School**

It didn't take Ben long to get away, much less be spotted by anyone else. Grey Matter was good at squeezing into small and tight places so he could get away. He was also lucky that none of the girls had managed to get a good look at him. Then again, being an American in a Japanese school might make it pretty easy for him to be identified. Soon enough, Ben had returned to his human form and was heading to find his friends before Gin tried to trick them.

Unfortunately, Gin had a better plan than that.

Walking past a bulletin board, Ben froze in horror when he saw that the front pages of the next school newspaper were posted in plain view. The big picture on the front was him looking inside the girl's locker room. "Oh, he is so dead," Ben growled. Whispering started up behind him and he saw several students staring at him. Many of the girls looked on in distaste. Things were starting to look bad for him.

* * *

**Newspaper Club**

The door to the club room was thrown wide open as Ben stormed inside. He was ready to go Fourams or Humongosaur on Gin, but right now he wanted to pound Gin into the dirt with his bare hands. "Gin!" Ben snapped as he eyed the club president.

"Hey, Ben," Gin smirked, reclining in his chair and acted as if nothing happened an hour ago. "See anything good in the paper recently?"

"Save it. You set me up!" Ben growled, slamming his hands on the desk in front of Gin. "For what?! Just so you can actually get a date with Moka or something? Are you incapable of asking her?"

"Oh please, she's stuck to you like glue," Gin snorted. "The only way I'd get her attention if I get you out of the way."

"By making me look like _the_ pervert?!" Ben shouted for an answer.

Gin nodded dumbfounded, as he explained, "Pretty much. Because I found out what Moka doesn't like."

Ben looked pretty clueless as to what he was talking about. Until it hit him as he remembered the panty incident from yesterday.

"_Ben… I hate perverts!"_

Gin then shrugged, "And the most heart-wrenching part was, as soon as we left, she was gonna apologize and hear your side of the story. What a scumbag you are."

Ben growled, raising a balled up fist, "I oughta-!"

"Ah, ah, ah! Lay a hand on me, and it will only prove what I said in the paper," Gin interrupted, waving his finger at Ben, and with a confident smirk on his face. "Just give up, Ben. Let me have my fun with Moka. Maybe in a couple of months or so the students will forgive you."

Ben was feeling to temptation to go Fourarms on Gin grow that much. Still, it wouldn't help his situation. Gin was holding all the cards and he knew it. If Ben wanted to prove his innocence, he would have to prove that Gin had set him up in the first place. Otherwise everyone would believe Gin and get Ben branded a pervert for the rest of his life in Youkai Academy.

'It just gets better and better_,_' thought Ben sarcastically.

* * *

**Later That Day**

Kurumu and Yukari were all alone in the club room, conversing with one another on the events that had happened. Rumors had been going around that Ben was the Peeping Tom, and it wasn't going good for him. Considering all the peeping victims were going after him now, attempting to beat him up. However, Yukari had her suspicions of this. "This just doesn't make any sense," Yukari thought aloud. "Ben wouldn't do that."

"I know, it's downright absurd! Ben leering at other girls, instead of me," Kurumu fumed out. Howver, that last comment caused Yukari to question Kurumu's motive and serious-mindedness of the situation. Sensing the glare from Yukari, she nervously chuckled as she covered it up, "Though you are right about Ben."

Yukari shot up from her desk, "Either way, we've got to get to the bottom of this."

* * *

**Later that Night**

**Dorm Roofs**

After school ended Ben decided to get some time to himself. He had quickly gotten tired of people throwing him suspicious looks. Gin's stupid article had spread like wildfire and the girls were probably out for his blood by now. If he didn't watch his back, someone would be after him for what that jerk did. To that end, he placed himself on the roof of the school since no one went up there after lunch. He had been there all afternoon and now night had fallen with the full moon rising above the horizon.

"Ben!" a familiar voice cried out.

"Huh?" Ben blinked. He looked up to see a rather upset Moka. "Moka?"

"Ben, is it true?" she asked bluntly. "Is it like what Gin said? Are you really the one who was peeping?"

"No it isn't!" Ben cried, standing up. "Honestly Moka, Kurumu throws herself at me all the time! If I don't react like a pervert when she presses herself against me and stuff, do you really think I'd go around peeping at girls? You know me better than that!"

"Well…," Moka mumbled, still looking upset but also a little guilty. "I saw the front page picture."

"I didn't even know that it was a girls' locker room!" Ben insisted. "Gin just took me back their on a lead and told me to look inside! Next thing I know, he's taking a picture of me saying he's caught the peeper!"

"But, why would he lie? He seemed so nice," said Moka.

"Moka, people aren't what they seem and in this school that rule applies to EVERYONE," pointed out Ben. "Believe me, I know: I've had experience in this. And, for WHY he would lie, let's just say he has the hots for you. Claiming he wants you as part of his pack. Whatever that means." For some reason Ben felt a little jealous when he thought about Gin and Moka getting together. Sure there was Kurumu, but he felt something special for the vampire.

"So, you didn't do it?" asked Moka.

"No," Ben replied. "How can you doubt me?"

"Well, pictures do speak a thousand words," said Gin as he appeared out of nowhere.

Ben glared at the sophomore, asking, "Have you been following me all day? Or is it Moka you've been doing all the spying on?"

Ignoring Ben, he pulled something out of his pocket. And in his hand and spread out like a fan were the pictures of Ben being the Peeping Tom. "Who are you gonna believe, Moka? This Gaijin pervert or me?"

Ben clenched his fists. All he had to do was to use the Omnitrix and Gin would be walking in crutches before long. It was just so tempting. Plus, it was making it worse that Gin was sorely asking for a butt-kicking. But, he knew that Moka would trust in the picture; he may not have known that the room he looked in was the Girls' Changing Room, but the photo was against him.

Moka looked terribly indecisive at the moment. On one hand, Ben was telling her that he was innocent and that he was set up. Meanwhile, Gin was saying he had caught Ben in the act and had the photos to prove it. Still, Moka knew that doing something like peeping was completely out of Ben's character. He just didn't seem to be the type who would be interested in doing that sort of thing. Gin seemed like a good person too, but what kind of person would frame another for peeping?

It was then that she clenched her fists tightly to her side, and looked to Gin determined to believe. "I… I want to believe Ben, Gin," Moka answered.

Ben smiled, knowing that Moka didn't think of him as a depraved sex fiend. However, Gin's plans were going down the tubes, as he berated out disbelieving, "Oh, come on, Moka! The photo caught him red handed! It's clear evidence that he's the Peeping Tom!"

"That only shows where Ben was, not what he was doing," Moka defended, "And even if he was peeping, I know Ben's not dishonest or irresponsible with his forms or powers." She looked to Ben, and smiled at him warmly, showing her trust in him, "I may not have known him long enough, but I can see he's a good person. And I won't abandon him."

Gin was getting fed up as he continued to wave the picture around, "Be realistic, Moka! Photos don't lie! Who are you gonna believe? Him or me?"

"Who we shouldn't believe is you!"

All three students turned to where the voice was coming from. It turned out to be Kurumu and Yukari. Both were dressed up like detectives. Kurumu was in a Sherlock Holmes getup while Yukari was in something like a Japanese detective getup. Both of them looked pretty serious despite the situation and what they were wearing. Ben was just wondering where they had gotten their outfits.

"Kurumu? Yukari?" Moka asked in surprise.

"What are you two girls doing up here?" asked Gin.

"And what's with the detective costumes?" added Ben, equally confused.

"The outfits seemed like a good idea at the time," Yukari smirked. "They helped set the mood we had to be in for this."

"You see, Ben," began Kurumu. "After the news got out, me and Yukari did some investigating to clear your name."

"Of course Ben would never do such a thing as peep," added Yukari, "So we looked for clues."

"Take a look at these photos!" Kurumu cried as she brought out several shots of Ben's 'peeping' that they had gotten for themselves. "We can only see the top half of Ben! Gin's article said that he used a barrel to look! How did he know that?"

"That's a good point," Moka agreed. She then turned to Gin. "How did you know?"

"T-that's," Gin gulped. "That's because I went to the scene after all the excitement. Since the barrel was there I assumed he used it. I've never been there so I had to guess."

"So you also know that Ben had moved the barrel originally?" asked Yukari skeptically.

"He had to," Gin answered. "I mean, there was nothing else there originally."

"Oh?" Kurumu smirked, seeing her opportunity. "Didn't you just say that you had never been there before? How would you know that nothing was there originally?"

"Uh?" Gin gulped.

"Obviously you knew that there was a good peeping spot there," Yukari answered while folding her arms.

Gin grimaced, realizing that he had been caught in a lie. He broke out in a cold sweat for a moment before he managed to put on a cool smile. "Okay, okay. I have been there before. I also know that the barrels could be used for support, but c'mon. There's no proof that I was there."

"Sure we can, Sempai," Kurumu smirked.

"Huh?" Gin blinked in shock.

"You see, the female students had taken those barrels away since they didn't want anyone else using those barrels to peep inside."

"In other words," Kurumu added. "Those barrels were there for the crime and immediately afterwards. Besides those at the scene, it was impossible for anyone else to know those barrels were there! We even have a witness who said you had moved those barrels there before the crime happened!"

"The witness being Miss Nekonome," Yukari replied.

"Then that means…" Moka gasped as realization came to her.

"The real criminal…is YOU!" both Kurumu and Yukari cried as they pointed at Gin accusingly.

"Busted!" Ben shouted, as he snapped his fingers and pointed to Gin, "In your face, Mr. Peeper!"

"Uh…uh…," Gin gulped as he backed away. As he stepped, several photos fell out of his jacket. All of them depicted girls in obvious forms of undress and completely unaware that anyone was watching them.

Ben knelt down and picked one of the photos up, waving it tauntingly at Gin, "What have we here? What an odd hobby you have here, boss."

With this undeniable proof, Gin knew that he was busted. "Enough of this!" Gin frowned angrily. "I really didn't want to do this, but I've got no choice in the matter!"

Gin leaped up into the air with blinding speed before he landed at the other end behind Ben and the girls. Growling, Gin's body began to swell with raw and wild power. His face sprouted gray fur before turning into a canine snout while his ears relocated to the top of his head. His forearms elongated and grew out black curvy sharp claws, with dark and gray fur growing on them. The same thing happened to his feet as they became more canine, and sprouted fur and claws as well. And shooting out from his butt, a great bushy gray tail was present. With his transformation completed, Gin howled at the moon, a fully transformed werewolf.

"A werewolf!" Yukari gasped.

"They're supposed to be on par with vampires in power!" Kurumu cried. "Where Vampires are the most powerful, werewolves are the fastest."

"Because of you, I'm ruined!" roared Gin, as his transformation was completed, "Now, if I can't have Moka by trickery, I'll just use force!" He then charged right after Moka, who was completely unaware to do anytying, but cringe and scream.

"Fat chance of that happening!" announced Ben.

If Gin was gonna use a beast form, then so was he. He activated the Omnitrix and slammed it down and in a flash of light the orange furred Wildmutt now took his place. Wildmutt roared and lunged at Gin before he got to Moka, only for Gin to blur out of the way and strike Wildmutt from behind. Gin then started to strike at Wildmutt with his claws, causing the Vulpimancer to howl in pain. Wildmutt tried to take a bite out of Gin but missed and Gin sent Wildmutt flying with a kick. The alien went skidding against the floor, and in a flash of green light, was once again Ben.

"Ben!" the girls cried.

"He's fast," groaned Ben as he got back to his feet.

"Of course I am!" laughed Gin. "Look up at the sky!" There was a full moon there. "Because of its light I can use my full power and speed! Face it, Tennyson, you can't beat me. None of your forms are fast enough!"

Ben began to chuckle and the girls stared as Ben once again went for his Omnitrix.

"Face it, Ben," laughed Gin, as he stepped onto Ben, pinning him on the ground, standing triumphantly on the Bearer of the Omnitrix. "You've lost. Now, just hand Moka over and nobody gets hurt." He grinned with his wolfish teeth. "I don't see what's so hard about that."

"Right," Ben frowned. He held up the Omnitrix and began scrolling through the alien forms he had. "You think you're pretty fast do ya? Let me show you some real speed!"

Ben pressed down on the face of the Omnitrix and allowed the change to overtake him. When the green flash went off, Gin hopped back just to take witness of Tennyson's transformation. His body thinned down while his skin turned blue and almost reptilian. His hands turned to three black talons while his body was covered with a black bodysuit with an angular head and helmet. A long blue tail jutted from his back while his feet turned reptilian with spheres in them. The Omnitrix symbol was centered in his chest.

"XLR8!" the new form of Ben Tennyson hissed, glaring at Gin with his green reptilian eyes.

* * *

**Omnitrix Encyclopedia**

**XLR8 A.K.A. Kineceleran**

_This species comes from the accelerated planet of Kinec. These are probably some of the fastest people in the universe. They can easily go up to speeds of 500 km per hour. Fast enough to run up walls or across water if they so desire. Ben has actually created tornadoes with his XLR8 form. It is rumored that magnets give Kinecelerans problems to the point where they can't balance. This rumor hasn't been proven yet._

* * *

"Doesn't look too impressive," Gin snorted.

"Oh, you'll see," XLR8 smirked before a black visor with an blue X on the front covered his face.

Gin snorted again before he lunged, expecting XLR8 to be an easy target. To his shock, XLR8 moved so fast, that all that was seen was a blue blurred streak. XLR8 managed not only to avoid the strike, but return a counterblow with his tail, smashing it into his snout.

"Ow!" Gin cried as he stumbled backwards. Looking forward, his eyes widened as he saw the blue alien charging at him with a speed that exceeded a werewolf!

POW!

Gin was slugged across the face with a rapid punch from XLR8. The stunned werewolf skidded across the roof and came to a stop. Suddenly, XLR8 appeared behind him, and unleashed a devastating combo of rapid punches that looked like the werewolf was getting pummeled by a jackhammer. Once he was backed up enough, XLR8 hopped up, delivering a rapid chest kick barrage, and finally flipped over delivering an uppercut tail smash, followed by a tail swip from across, sending Gin skidding to the other side of the roof. Groaning, he got back to his feet with a snarl.

"You want to make this a test of speed? Fine!" he snapped. Using every bit of power his body allowed, Gin charged at the black opponent. Gin threw out a speedy all assault that was difficult for any normal person to even see with the naked eye. However, XLR8 was the only one to catch up, as he dodged effortlessly at ridiculous speeds; the two looking like blurs and not solid lifeforms.

"Not bad," XLR8 nodded at the oncoming werewolf. "Could be better though, with a little more practice."

With that, XLR8 sped out of Gin's sight. The angry werewolf skidded to a stop on the ground, trying to find where he had gone. He never looked up, so it was understandable that it was a surprise when XLR8 came crashing down on his head, putting it into the stone.

"When you're fast enough to go up walls," XLR8 smirked. "Nowhere is impossible to get to."

Gin growled as he got up and lunged at XLR8. The Kineceleran just dodged all of Gin's attacks like they were nothing. It was then that XLR8 noticed that Gin was getting…slower. He looked and smirked and then ducked under a swing before tackling into Gin.

"Getting slow, Lobo?" mocked XLR8. "Can't blame you on that. The conditions of your powers waning on you."

"What are you babbling about?" Gin asked, confused.

"Look up in the sky," XLR8 pointed. Gin did and his eyes widened as he saw the moon had been covered by clouds.

"My power-!" Gin began.

"Is going to go to the dogs!" said XLR8. "Now, it's time to finish this! But considering your condition, I'm gonna go with something on equal footing." He then tapped the Omnitrix emblem on his chest and in a flash of green light XLR8 changed into a new alien.

"Benwolf!" the lupine alien howled.

* * *

**Omnitrix Encyclopedia**

**Benwolf A.K.A. Loboan**

_These canine people hail from the moon Luna Lobo, an Anur Transyl moon, which is the home of the Ecorunites. They are fast, strong, and agile. They also have the ability to unleash a powerful ultrasonic howl from the quadric-hinged mouth that they possess. Ben first encountered one in a Navahoe Reserve when it attacked the people so to get technology. It was also the same time that Ben discovered that the Omnitrix could absorb alien DNA from contact. The only known weakness this species has is the fact that they are colorblind. One other known fact is that it is possible the Loboans are the servants to the Ecorunites, seeing as a Loboan was in service to Zs'Skayr, the Ecorunite that was Ghostfreak._

* * *

Benwolf stood several heads taller than a regular adult, probably standing at about 8 ft in height. He was covered with dark blue fur that was lighter on his muzzle and chest. His hands had three sharp black claw digits, as did he have on his canine feet. His eyes were bright green and he was wearing a white bodysuit which had black highlights on it that covered his thighs and stomach. The Omnitrix symbol was situated on his narrow. A canine tail swished from his back and his legs were more canine than humanoid.

"What the-?!" Gin gaped.

"He can transform into a werewolf too?!" Yukari gasped in shock.

"Wow," Kurumu admired. A sultry look then entered her eyes. "He's better looking that Gin, actually."

"Grrr!" Gin growled angrily. His sharp hearing had caught Kurumu's comment. It wasn't enough that Ben was getting their attention through his foreign looks and weird forms, but he also has to be a better werewolf? The kid was dead!

He charged at Benwolf, with his claws at the ready to slash him. However, Benwolf easily swatted the advances away, as well as block a roundhouse kick from Gin as well. Despite him not being fast enough, Benwolf was powerful and swift enough to keep up with Gin's half-strength. He then blocked another attack from Gin, and kicked him in the chest, sending him to strike the railing, bending it slightly. Gin growled as he charged at Ben, growling, "THAT'S IT! I HAVE HAD ENOUGH FROM YOU, YOU POSER!"

As Gin began his charge, Benwolf warned, "Girls, get behind me, and cover your ears." Moka, Kurumi and Yukari did as told and pressed their hands over their ears. "Here we go." Benwolf then opened his mouth, which opened up in four sections and then he unleashed his howl.

"AWWWWRRRRRRRRROOOOOO-OOOOOOOOOOOO-OOOOOOOOOOOOOOO-OOOOOOOOOOOOO-OOOOOOOOO-OOOOOOOO!"

It came out in the form of green sonic energy that slammed into Gin at full force. Not only was Gin caught by surprise by the impact, he was also sent flying high into the air. They all watched as Gin came crashing down, unconscious and injured by Benwolf's sonic howl.

"Hmph!" Benwolf snorted. "Lightweight."

Benwolf reached to the Omnitrix symbol and his entire body flashed before he returned to his human form. Gin was definitely down for the count and wouldn't be peeping on anyone for a while. Heck, walking might be problematic for a while.

"Boy did that feel good," Ben grinned. "I mean, I know it shouldn't, but after what he put me through…"

"He deserved it," Kurumu shrugged. "So what do we do about this perv?" asked Kurumu, pointing at the downed Gin. "I say we should just leave him."

"As much as I want to, we'd better get him to the infirmary," Ben sighed. "A perv and liar he might be, but we just can't leave him. So, who wants to help me take this perv back to the infirmary?"

* * *

**Later that Night**

Both Ben and Moka had slipped off, to try and get some alone time together. It was perhaps a way to mend the bond they had nearly severed due to Gin's photographic framing of Ben into the Peeping Tom. As they walked along the hallway, making their way to the dorms, Moka's mind was buzzing with questions from before. She knew that Ben could transform into aliens, but she didn't count on monsters, especially versions that looked alien. Moka leaned over, and whispered to him, "Still, you didn't tell me you could turn into a werewolf too! I thought you could only become aliens, Ben."

"Well, believe it or not that was an alien," Ben explained, stunning his vampiric friend. "My Grandpa said the species I transformed into comes from a raced called Loboans. They come from the same galaxy as Ghostfreak."

"Wow! How'd you know that?" she asked.

"My grandpa has an Alien Lifeform Database program that I keep on my laptop, which has most of the information of all known alien species. I've got it in case I ever unlocked other aliens that I didn't know about, and learn from about old and new, helping me understand more about their strengths and weaknesses. And as for back then, I met a Loboan, back when I was ten and was still fresh behind the ears about the whole alien thing," Ben answered. "It was hiding out in the Western part of America, somewhere in Arizona, snatching tech from people to build a satellite transceiver. Nasty guy too, even though he wasn't much of a talker. I fought him and the Omnitrix absorbed his DNA, letting me change into Benwolf. The change was so slow though I thought I was turning into a werewolf."

"Wow, alien werewolves," Moka breathed out an awe. But her awe disappeared for a moment, and she looked to him, as she spoke to him nervously, "Um…Ben?"

"What is it, Moka?" he asked.

"I'm sorry for doubting you!" she apologized, bowing profusely. "I shouldn't have doubted you at all. I knew you wouldn't do such a thing as peep!"

"Hey, I forgive you," said Ben with a smile. "I'm just glad that you're talking to me again."

* * *

**The Next Day**

With the Newspaper Club's resources, Ben's name was cleared and the true culprit was exposed, which pretty much ruined Gin's reputation. Still, the werewolf, after much thinking in the infirmary, had to admit that Ben was tough and he should be careful. It didn't mean he was going to give up on Moka, though. It just meant he would try less sneaky means.

Of course, the girls chasing him, while he was on all fours and his wolf tail hanging out, wouldn't let him go easy. As soon as word got out, all the victims he had peeped were going after him, at full force. The Club couldn't do a think about it, as for the moment, they were passing out copies of the newspaper.

Ben smirked as he turned around, "Hey, Moka. How are the posters…?" But then nosebleed… as he caught a glimpse of Moka's panties by mistake.

"Hey, don't look while I'm up here," Moka cried out, as she kicked him, but forgot the strength difference between one another. She glupled as he passed out on the ground, with a nosebleed. She hopped off and knelt down next to him, as she held him in her arms, "I'm sorry about that, Ben." But she stopped, as she got a whiff, and dazed with a blush on her face, "You smell good, Ben…"

Ben came two again, just to go bug-eyed at Moka, as she leaned in, and… "CHU!"

* * *

**Next Chapter: Test of Friendships; Kurumu's Slimy Stalker**


	8. Test of Friendships

**Ben 10 Alien +Vampire**

* * *

**Chapter 8: Tests of Friendships; Kurumu's Slimy Stalker**

* * *

**Boys Dorm**

**Ben's Room**

"I'm so glad Gwen made me take those foreign language classes," said Ben as he did his homework with Moka. Both of them were dressed in casual clothing and without their shoes, so they were barefoot and enjoying the comfort of just being teenagers and not students in uniforms. They sat at one of those lap warming tables, which Ben thought was pretty comfortable. "Thanks to her, and Grandpa Max, I'm able to understand all this stuff." Though, he did have some problems learning Japanese writing. Really, it all looked like chicken scratches to him when he started and now a portion of it was still chicken scratches rather than all of it. Thankfully, Moka was happy to lend a hand when he couldn't understand the writing.

"You always mention Gwen and your grandfather, but you never told me much about them," Moka mentioned, looking up from her work, looking for Ben to tell her all about it. "How come?"

Ben stopped writing and tapped his chin with his pencil. Moka was right; he never really told Moka much about his home life. "It's a pretty long story. You might get bored. Plus we got homework."

"I can take a break, Ben," Moka smiled beautifully, scooting .

To Ben, attending Youkai Academy really opened his eyes to the truth about monsters. Vampires weren't the evil bloodsucking demons that movies portrayed them as. They were like aliens; as different as they were, they were still people. That went for all of the monsters he'd been growing up scared of. They weren't evil or ferocious at all. They were people too and they were all different. No two were alike.

"OK, let's take a break," said Ben, setting his pencil down. Since Moka was asking, he really couldn't say no. "Well, Gwen, as you know, is my cousin. She's a witch but unlike Yukari she wasn't born one. She actually began to learn about magic after she became a superhero called Lucky Girl using some mystic charm. She lost the charm but then she got another magical artifact and became Lucky Girl again, also temporary. On one of our adventures, we met this teenage witch named Charmcaster, who was a villain that we bumped into now and then during that first summer, and Gwen took a book of spells from her. Since then, she's become a powerful witch."

Ben took out his wallet and took out a photo of his cousin, which was when they were both still ten and started out their adventures. "This is Gwen, and this is Grandpa Max." He took out another photo of his Grandpa. Moka could feel the warmth in the smiles of the people in the photo. "Oh, yeah. I never told you, but my Grandpa Max is a Plumber."

"So he fixes pipes," said Moka, nodding, but then became confused, as she asked, "Wait a minute, what does this have to do with aliens?"

"Not that sort of plumber," Ben corrected. "Plumbers is the name of the intergalactic police officers. They recruit races from all over the galaxy, and make use of alien tech weapons and gadgets. Their motto is to Clean out the Clogs of the Universe, namely the Scum of the Universe that cause criminal activities, terrorism, and destruction. My Grandpa was one of their human officers, a legend among them all, but he's semi-retired. So now it's more of a hobby; he may be an old man, but he's still got it." He smirked at remembering how much of a legend his grandfather was five years ago, and still was apparently.

"Wow," Moka's eyes went wide in wonder. "So, he told you he was one?"

"Well, it was after something happened that he had to tell us. You see I told you I got the Omnitrix when I was ten, right? Well, what I never told you was that it was meant to go to my grandpa. An alien… both colleague and friend of his named Xylene had it sent to him but I was the one who found it and well this thing made me really popular with an alien named Vilgax."

"Who's Vilgax?" Moka asked.

"An alien warlord who wanted to take over the universe. But these are just rumors, but from what I learned from my Grandpa, he was responsible for the destruction of a whole galaxy. He was after my Omnitrix, and wanted to mass-produce it to make an army of shape-shifting aliens. The aliens in the Omnitrix mostly have combat capabilities so that's why Vilgax wanted it. With it, he could become any alien he wanted. He even went so far as try and cut off my hand just to get it, several times."

Moka gasped in fright, considering Ben had gone through such an ordeal.

"Well, he never succeeded, but back then, those were close calls. Well, Grandpa Max then told us he tangled with Vilgax a few years back, when he was in his twenties, and sent him flying into space via nuclear rocket. Though, I still don't know how he survived that. He was my grandpa's enemy, and then for some odd reason, he changed his mind and suddenly became mine," Ben continued.

"What is Vilgax like?" Moka asked.

"Evil, and ugly too; but the real version is that the galaxy knows him as 'The Most Dangerous Being in the Universe'. Let me show you." He drew on a blank sheet of paper a picture of Vilgax from what he recalled in his memory. "This is Vilgax." Moka was looking at a depiction of a humanoid creature with a beard of tentacles. She grimaced. Indeed, Vilgax was hideous. "Grandpa Max warned me not to fight him, but I did anyway and beat him too."

"So, where is Vilgax now?" Moka asked.

"The last time I saw him was before I sent him into the Null Void," Ben answered.

"Null Void? What's that?" asked Moka.

"It's this dimension where dangerous alien criminals are put in," Ben explained, "It's one scary place, scarier than Yokai Academy. Big and dangerous aliens lurk in that place and call it home. It's a huge space with floating rocks."

Moka found all this fascinating. Even though Ben was human, he had fought many battles with the aid of the Omnitrix. "So, the Null Void is inescapable," she concluded.

"Supposedly, but Vilgax actually managed to get out," said Ben. "I don't know how, but something in my gut tells me I haven't seen the last of him." He sighed as he rubbed his temple, "And I should know, just before that first summer break with the Omnitrix, somehow Vilgax found my home, threatened my dad, and it was an all-out fight, ending with him getting blown to bits in a factory."

Moka blinked at all that, and nervously gulped, "W-Well, that would mean that he's finally gone, right? It's been five years since that battle; if he was still alive, he would have attacked by now. And even if he was, he couldn't find you here in Youkai, due to the barrier."

Ben shook his head, "I wish I could believe that, Moka. But it couldn't be farther from the truth. I think he's probably buying his time or something. And if he's still alive, he's probably stronger than when he was before. And the barrier wouldn't do much to hide me; he's found me several times before, he'll do it again." Moka looked worried for him; to think he had such He looked at his Omnitrix, "But it's been five years for me, and I'm not the same ten year old I used to be. I'll be ready for him; he won't know what hit him."

"Ben," said Moka worriedly, "If you do face him again, be careful."

"Moka, you're forgetting who I am," said Ben confidently, "I'm a Tennyson; if anything we're considered bad luck to the bad guys." He then smiled warmly, "Besides, I'm not worried about myself. I worry about everyone around me. Even you."

"Ben…" Moka blushed, knowing that he wanted to protect everyone around him. But saying that he'd protect her was even more touching.

"Moka…" Ben blushed.

"Ben…" she leaned close to him, her breath tickling his throat, "You… smell so good…"

"Moka…" Ben leaned in close, but went wide-eyed at that, "Hey, wait a minute."

"Oh, Ben… I can't help it when I'm around you," she lunged in, pinning him down to the ground, as she lightly nipped him in the neck, sucking his blood, "CHU!"

"Ack! Moka, watch it!"

* * *

**The Next Day**

**Newspaper Club**

"Stupid piece of junk!" Gin grumbled as he tried to get the computer to work. "Work already!"

In the Newspaper Clubroom, Ben was with the girls and Gin. They were on a deadline to get their paper ready, too. A week had passed since the incident involving Gin getting exposed as a pervert, but it was also their first big scoop. And hopefully more would follow for them to report to the Youkai Gazette, the school's official paper. Knowing villains like her, it wouldn't be long before she reared her head again.

"Why not let me try and fix it?" Ben offered.

"OK, fix it," Gin challenged.

He watched as Ben fiddled with his watch and slammed his palm onto it. Ben was bathed in bright green light and was in his new form.

"Upgrade!" Upgrade was a little taller than a human adult. His body was bulky and looked like one of those claymation characters. Most of his body was white with the Omnitrix symbol in the centre of his chest. His arms, back, and head were black with green circuitry lines running all over. His face was basically a lump with a green circle in the middle. His feet were just big stumps and his hands were comically big.

* * *

**Omnitrix Encyclopedia**

**Upgrade A.K.A. Galvanic Mechomorph**

_These people hail from the moon Galvan B, which circles Galvan Prime, home of the Galvans. Galvan scientists created these people when they introduced nanotechnology to the moon. The nanites interacted with the minerals in the planet and created sentient life. Galvanic Mechomorphs can change their size and shape at will. They can also merge with technology to upgrade it beyond its original limits, hence Ben's name for it. They cannot interface with living beings and sentient machines are harder to interface with. They also possess weaknesses which can be attributed to machines. Electricity, metal corrosives, and magnets: these things can wreak havoc on their systems._

* * *

"Stand aside, Gin. Let this mechanical master show you how it's done!" Upgrade merged with the computer, giving the surface the same black coloration and green circuitry lines as his eye appeared on the monitor. However, it seemed to be more advanced when he merged with it in the process. "OK, I see your problem. OK, fixing this, tweak that and upgrading a few things here…and done!" Upgrade unmerged from the computer and reverted back to Ben. "Now, try it."

Gin looked to the computer and found it in working order. Heck, it was performing better than it had originally. "OK, you win," Gin sighed. As much as he resented Ben for his numerous talents, ability to attract girls, and fight on par with him, the American was an OK kid in his book. Gin then drooled as he pulled up a picture of a girl from his collection. "Nice…" He looked to Ben as he complimented, "Gotta admit, Ben. Whatever mad scientist made you all these forms… he really went all out."

He then pulled the photo down and continued with his work…or lack of work. He was really just delegating duties to the other members of the club.

"Hello, everyone!" Ms. Nekonome said cheerfully as she entered. "Working hard, I see!"

"Most of us," said a grimacing Ben, eyeing Gin.

"Well, why don't you all take a break? I've brought snacks," said Ms. Nekonome as she handed them all snacks.

"Sensei, this fish is raw!" Ben exclaimed.

Gin sighed as he shrugged, "Yeah, I forgot to mention. That's something else you're gonna have to get used to while Miss Nekonome's our advisor. She loves fish."

"And it tastes best fresh!" Ms. Nekonome answered. "Oh, Kurumu, this letter was left in front of the classroom for you."

Kurumu took the letter and read the envelope. "Wonder who'd send me a love letter?" It was from someone calling himself her secret admirer. She eyed Ben, who was hard at work, and her face got all flushed, 'Oh, Ben. Has he finally taken notice of me?' What she found, however, was a set of photos of her…dirty pictures. Some of them showed her in her underwear, and somewhat nothing at all. 'What!?' She also found a note telling her to meet the sender at the Monster Tree, in the main schoolyard. Kurumu quickly disposed of the items in the trash.

"Hey, what's wrong, Kurumu?" Ben asked, as he had taken notice of her. For some odd reason, she seemed a bit unfocused about something.

"Oh, nothing!" Kurumu denied. "Anyway, guys, I gotta go! I just remembered I have something to do!" She made a rush out of the clubroom.

"Wait, but the deadline!" Moka yelled.

"She's already gone," Ben sighed, as he pointed to the door.

"Hey, let's just finish without her!" said Yukari. "We don't need a ditcher!"

Ben flinched when he heard that, 'Pretty harsh for an eleven year old.' But he then began recalling the things he'd done in the past. He ditched out on numerous things before, simply because he thought they were boring or not any fun. He even tended to abuse the Omnitrix now and then when he was a kid. One such instance led to him meeting Kevin Eleven and their heated and downright malicious battles which followed up to Kevin's amalgam transformation, from which he couldn't change back, and his imprisonment inside the Null Void. Last he heard the guy had managed to escape and started trafficking alien tech. What he was up to since then, no one knew.

"Kurumu…" Moka murmured. As they continued to work, Moka recalled the first time she and Kurumu met. "I wonder if…she really does consider us friends."

"Moka?" blinked Ben.

"I mean the only reason she joined the club is to be close to you, Ben," said Moka, which earned Ben to fluster in slight embarrassment as well a hint of annoyance as to how emotional Kurumu was around him, which was slightly maddening. "I doubt Kurumu even does consider me a friend. Maybe…"

"You shouldn't be quick to distrust your friends without reason," Ben argued. "I've met my share of people who didn't seem like much or definitely not friend material, but in the end they're some of the people I'd trust my life with."

"Oh?" Moka asked. "Like who?"

"Well, after school, and when we're alone, I'll tell you about an old friend named Tetrax…" Ben smirked.

* * *

**Meanwhile**

**Monster Tree**

Kurumu followed the directions to the Monster Tree. The piece of foliage had definitely earned the name since it looked like an actual monster rather than just a simple tree which grew to look somewhat strange. Not many people went near it most days since there was a rumor going around that it actually was a monster who was just sleeping. Others say they had stepped inside its mouth and nothing happened. However, in a school where nothing was as it appeared, lots of people didn't like to take chances.

"Come on out, creep!"

"Oh, how mean, Kurumu," someone spoke from up in the tree.

Kurumu looked up to see a teen, light build but didn't look too strong, with brown hair that covered over one eye and freckles with a camera in hand. He looked like one of those greasy types who you never wanted to talk to because you knew something wasn't right about them. It was made pretty evident the way he sweated profusely; indicating that he was a heavy sweater of sorts. The creepy grin the guy had on his face certainly amplified the effect. Kurumu felt dirty just by how he was looking down on her.

"Who are you!?" she demanded, ready to pounce and attack.

"Forgotten about me, already?" the teen snickered. "I'm Nagare, one of your fans. You once asked me to take photos of you."

Kurumu was silent for a moment, thinking on it, until she finally put it all together. "Oh, yeah! Now I remember you!" Kurumu remembered.

Back when she had her harem plot going on, she asked the guy to do a photo shoot for her so she could get her image going around and boys would try to meet her in person so she could charm them. Now that she had met Ben, she didn't need that anymore and had simply forgotten about him.

Apparently he hadn't forgotten about her though. "So, it was you who took those pictures!?"

"Yup, and if you don't want me to spread them all over school, you'll spend the day with me!" said Nagare.

Kurumu scowled. She really didn't want those dirty pictures to be spread. She'd be having perverts from all over the school coming after her. Not to mention all of the girls would think she was some kind of call girl. What else would everyone think if someone spread photos of her in her underwear all over the school? She already spread sexy photos of herself once already.

"O…Okay," she yielded, slouching her shoulders in defeat.

He perked up immediately, "Alright!" acting like come cosplay otaku of sorts, as he drew out what appeared to be a trunk of costumes. "Now, all you have to do is dress up in any cosplay of my choice and pose for pictures." He sorted through the first batch, and pulled out a few goodlooking pieces, "Okay, first the gym clothes, then a school swimsuit, then a maid and…"

* * *

**Two Hours Later**

Eventually Kurumu returned to the club room, but she never felt so humiliated in her life. Nagare had a whole wardrobe of cosplay outfits ready to be used. Apparently he had been putting a lot of thought into his little plot. She didn't mind dressing up…so long as Ben was there to appreciate the view, but Nagare's perversely grinning face made her feel sick and dirty. She was just glad that he was done with his stupid photos and she could get back to work.

"I'm back," she sighed as she entered the room, trying to look like nothing was wrong, but the stares she was receiving certainly weren't making her feel better. She gulped, 'Oh, man! They are mega-pissed off!'

"And just where were you?" Yukari frowned, her hands on her hips like a scolding mother.

"I was…dealing with something… very important," Kurumu answered, not planning on telling anyone the truth just yet, or not at all. "I…I'm sorry it too so long."

"That's okay," Moka sighed. "We got most of the work done already."

"Oh…okay," the succubus nodded. "Are you sure there's nothing I can do?"

"Just try not to get tangled up next time," Ben added as he and the rest of the group headed for the door, hoping to relax in the dorms for a while. "We need everyone on this and we're getting close to the deadline."

"Got it," Kurumu nodded solemnly.

As everyone left, Kurumu walked over to the final draft of the school newspaper, "They really did get it all done." There wasn't much left to do but select which articles would go where and put the paper together. Now Kurumu felt even worse. She had at least hoped that something would be left for her to do, so she could make up for some of the time she had wasted dealing with that slimy jerk and his perverse photography. Now she really wished she could have punched his lights out, but then he would have just spread those damn photos. But that wasn't what bugged her, it was that she had let them down. When she started high school, or school at all, she never had any friends, and it was never by chance or meet. She had only used her succubus powers to allure people all around her. But now that she had made friends, without the use of her charms, that was something precious to her. Tears nearly swelled in her eyes, as she realized that as she tried to hide this hideous truth of this perverted photographer, that not only did she betray her true friends, but she might end up losing them.

"Why so glum Kurumu-chan?" Kurumu whirled around to see Nagare, grinning with that stupid grin, and leaning on the side of the door frame. He looked as smug as ever.

"You!" the succubus snapped as she quickly wiped away the tears, staring daggers at her fellow student. "Thanks to you now, everyone thinks I ditched work!"

"Hey, you're the one who decided to leave so to protect your own reputations. Pretty selfish if you ask me," Nagare shrugged guiltlessly.

"You were the one who snuck to my window, so you could take those photos!" Kurumu shrieked, just itching to beat that smug grin off of his face.

"Maybe, but no one's gonna believe that considering your little harem plot in the past," Nagare laughed. Gripping his camera, his grin became a little wider. "Now, about tomorrow…"

"Whoa, hold on! There's not gonna be tomorrow!" Kurumu hissed, but also in shock that she had to do this all over again. "I posed for your stupid photos already! Deal's over!"

"Well, for those photos anyway," Nagare shrugged. "But you know, these cosplay shots I got are pretty good. It would be a shame if I lost some, but I made lots of copies so I can afford to lose them anyway. But I'm just so clumsy so I might drop some again and again and never know where they might end up." His face then contorted into the darkest, and scariest, sneer you'd ever lay eyes upon, "You're mine so long as you don't want these photos to fall in Tennyson's lap."

"Nnnnnn!" Kurumu hissed, looking rather both terrified and deafted if this jackass ever showed Ben the photos. "Fine! Just don't you dare spread those photos! I'll be back at the Monster Tree so you can take more."

"Clever girl," Nagare laughed, as the blue-haired girl stomped past in her anger and shame.

However, the guy knew damn well he couldn't keep this up forever. That was the whole problem with girls like her; cute as they were, eventually they'd grow a backbone. Gazing around the room, his eyes landed on the final draft of the school paper done up in an envelope. Seeing it brought another sinister smirk across his face as an idea came to him. Walking across the room, he grabbed the envelope and began to examine it.

"Final draft huh?" An even darker sneer spread across his face, as a new plan was forming.

* * *

**The Next Day…**

"It's gone, it's all gone!" Moka panicked.

"Even all the data's been deleted!" Yukari added, and paled even worse, "And someone even opened up my personal diary!"

"And we worked all day on it yesterday too!" added Ben. However, the boy took notice something of interest as he looked at the desk to where the phot

The group had returned to their clubroom, ready to put the paper together for submission to Miss Nekonome who was in charge of printing them up for distribution. However, arriving at the clubroom, they discovered their final draft missing and all of the data on the computer to be deleted. Everyone had put a lot of work into getting the work done on time and the feeling of despair was pretty heavy in the room. They didn't want all their hard work to have gone to waste, but that's what it looked like.

"We've got no choice people! We're working on a deadline now so all we gotta do is to do it all over again!" Gin ordered. Ever since he had joined the newspaper club since he first came to the school, he had never missed a deadline. Sure, he slacked off now and then, especially since he became the president, but you could always count on him to get the paper done on time and ready to print. He hadn't missed a deadline before, and he wasn't going to do so now!

Kurumu knew, of course, who was behind this. 'Nagare! That jerk!'

That slime bag wasn't content to just mess with her alone and blackmail her into getting his perverted photos. Now he seemed to be drawing pleasure from messing with her fellow club members too. Enough was enough! She might have been willing to go through with the photos, but her pride and reputation wasn't worth letting all of their hard work go to waste. Snarling, she dashed for the door, almost about to make it out.

"Kurumu, where are you going!?" Moka shouted, as Kurumu stopped but did not answer. "Kurumu…" Finally, Moka shot out, "You're just thinking about yourself, when everyone else's having a hard time! Don't you think about how everyone else feels?!"

Kurumu felt a stab of guilt through her, as she looked to everyone, uncertain what to tell them. But she shook her head, thinking better, 'I… I can't tell them.. photos or not, there's no telling what that slime ball would do with the final draft. Even if I told them the truth.' She turned her back to them, resolved in her decision, "I'm sorry… but I have to go." And was on her way out.

Feeling betrayed by this action, Moka, forgetting what Ben had told her, finally shouted in anger, and a slight tear going down her eye, "Kurumu! I thought you were different, as did Ben! But in the end, you don't think of us as friends or anything, do you? If that's the case, then leave the newspaper club… AND DON'T COME BACK!"

Kurumu closed the door as she left, but stopped on the wall, as she silently sobbed at what Moka had shouted out to her. But hardening her resolve, she sped off towards the Monster Tree.

"Okay, enough melodrama," Gin suddenly snapped to it, as he looked to everyone with a serious determination, "Our draft may be gone, but the battle's not over yet! We're just gonna have to slap something toegether as fast as we can! Despite the fact we're one man… I mean, woman down!"

"Yeah, but what about Kurumu?" Ben asked, slightly confused about her behavior.

Moka's back was turned, as she hid the look of being betrayed from everyone else, "She made her choice. I know you said that we can't judge people by first appearance. But this just proves she didn't care about us at all."

"Well, yeah but…"

"Forget her, that ditcher!" Yukari snapped. "We have a lot of work to do and we have to do it fast!"

Ben sighed in defeat, and got to work, despite this huge ick feeling in the back of his head. "Something's not right," Ben frowned.

* * *

**Elsewhere**

**Monster Tree**

"Nagare, you slimy bastard! Come on out!" Kurumu shouted as she showed up at the Monster Tree again. As expected, Nagare was sitting on one of the branches with that stupid grin on his face. In one hand he was holding his camera, all polished and ready for use. In the other, he was holding the final draft of the school paper. His grin just bragged how he thought he had her right where he wanted her. It wasn't too hard to figure what he wanted with that stupid look on his face.

"Looking for this?" he smirked, waving the envelope around carelessly.

"Give that back!" she demanded.

"Oh, and why should I? Unless of course you're willing to do something for me in return…" Nagare said lecherously.

Kurumu trembled. "Just…give it back."

"Why don't you get on your knees and beg? How about you do it naked too?" Nagare chortled. His finger was already going to his shutter button, thinking she would submit like she did for his photos. However, he then quickly produced a lighter instead, bringing it close to the envelope as he began playing with the igniter. "Now, off with your clothes Kurumu-chan!"

"What?!" the succubus cried out.

"Off with your clothes, Kurumu!" he laughed, "Or say bye-bye to this piece of garbage. Honestly, I could write better articles in my sleep! And this photography? Shameful!"

That did it, as she finally shouted, "It's not garbage! It's something me and my friends worked so hard together to make!" She let loose her wings and flew straight at Nagare. He was taken by surprise as she snatched the draft out of his hands. "Yahoohoo! Got it!"

"Oh…now you've done it…" Nagare snarled as a sort of tendril came out from his neck. "Take this!" He started to pump out some sort of weird gas.

Kurumu coughed, but as some of the gas entered her lungs, she felt weak around the knees. "W-what is this!?" Kurumu shouted, unable to focus or stay standing.

"I was just going to take photos, but maybe I'll just take the whole thing!" His skin started becoming a disgusting green, as his whole body began to change shape, "And when you're unconscious, you can't stop me!" He drooled, his teeth becoming spread apart as his whole body began to sag and droop like there weren't any bones in it.

"No…" Kurumu moaned.

* * *

**Back in The Clubroom**

Ben suddenly shot out of his seat; his head slumped down to his shoulders. Everyone seemed to get startled by his action, wondering why he had stopped working, let alone just stood up like that. Moka looked at him concerned, as she asked, "Ben?"

"I'm going to go look for Kurumu," he said flat out, sounding determined to look for her. "Something doesn't smell right about all this ditching. It's just doesn't fit her profile." And proceeded to head for the door.

But Moka shot up from her seat, preventing him from leaving, as she tried to reason with him, "You can't, Ben! If you leave now, then the newspaper really will miss the deadline!"

"But…"

"Please, Ben," she begged him, looking to him, begging him not to go like this. "… please… let's just concentrate on this right now. Why can we all just do what we can? Please, if not for the club, then, do it for m…" But he walked past her, seemingly not taking into her pleas. She went wide eyed with shock, and hten sunk over in sadness, as she nearly whimpered a whispered thought, 'Why…? We should have deepened our friendship in this club… and yet…'

"Ben," Gin shot a stern look at the boy, "Does that mean the Newspaper you said we'd create doesn't matter to you?"

Ben stopped, with his back still turned to all of them, but answered, "It's the opposite, Gin." He turned to look at all of them, with a look of determination on his face, "This has to be the newspaper we all created together. It wouldn't feel complete if Kurumu wasn't here." Both Moka and Gin looked surprised at the boy's determined goal to bring Kurumu back. He then looked to them all as he answered, "Besides, something just doesn't add up right. And I've pretty much nailed Kurumu's profile out, in that she would ditch us if I wasn't here or anywhere else."

"Oh, my! Guys!" Yukari cried.

"What is it?" asked Ben. Yukari was just tossing out some melon bread wrappers which Moka had gotten from some vending machines so everyone could have something to eat. Apparently something had shocked her something fierce.

"Look at these!" the tiny witch cried, bringing over several…candid photos of Kurumu in varies sets of underwear. She seemed to be totally unaware that she was being photographed. Ben blinked in shock before the witch pushed a letter on top of the photos. "There was a letter too!"

Ben picked up the letter and scanned over the words, his eyes widening in shock as he finished. "I don't believe this. Someone was blackmailing Kurumu! He was going to pass these all over school if she didn't meet up with him!"

"WHAT?!" the collected members of the club cried out, scrambling to read over Ben's shoulder.

Sure enough, the threat was written on the paper. Everyone quickly began to feel disgusted that someone was willing to do such a terrible thing to their friend. Even Gin. He may have been a pervert, but what he saw or what photos he collected stayed with him alone. He never passed photos along and he never told anyone anything about what he may have seen.

"He must have taken the draft as an extra precaution to ensure she'd stay under his thumb," Gin scratched his chin, piecing it all together, "And I thought framing you was low, Ben."

"Do you think that's why Kurumu ran out like she did?" asked Moka. "She knew who stole the draft of the paper?"

"Monster Tree," Ben read in the letter. "Moka, do you know where that is?"

"I do," the pink-haired vampire nodded. "I'll take you there!"

Ben and Moka dashed out the door on a mission to help their friend. Yukari was close behind, but Gin had quickly caught her by her shoulders, dragging the little witch back into the room. "Sorry. I'm all for helping Kurumu, but we need to get this done! If that guy did steal it, he may have destroyed it just to make Kurumu listen to him. If he still has it and we can get it back, then we can finish up later. Right now, we have to be prepared for the worst!"

"Got it!" Yukari pouted, and stared longingly at the door.

* * *

**Meanwhile**

**Back at Monster Tree**

Kurumu felt like she was in a nightmare. At the moment, she had locked herself inside of the equipment shed, huddled in a corner with the draft of the school paper in her arms. The gas that Nagare produced was definitely potent. Her wings felt like lead so she couldn't fly and her vision was swimming slightly. If she had inhaled any more of the gas then she would have been out cold and at Nagare's mercy. Last she checked, the boy seemed pretty damn determined to take her in every way possible.

"Damn it…" She felt so weak and helpless. "Ben…everyone…help me…" she began to sob.

"Nowhere to run, Kurumu…"

Kurumu's eyes widened as she scrambled away. She saw slime coming in through under the door and saw a pair of eyestalks and a scary grin. The organism alone looked like a pile of snot and Kurumu thought she might gag at the sight of him. "Here I am…Kurumu…"

"W-what are you!?" Kurumu demanded. She didn't want to sound afraid, to at least show courage despite the fact that her odds didn't seem so good at the moment. She wouldn't give the freak the satisfaction in making her look weak and himself look powerful.

"Oh, just a slimy slug monster," said Nagare, and he really did look like a huge monster of a slug with his grin as he left slime as a trail. His eye stalks easily scraped the ceiling of the shed and the grin filled with large rectangular teeth made him look like a nightmare to her. "Now, don't be shy. Let me a give you a hug!"

Kurumu's courage failed as she let loose a scream. Normally slimy slugs weren't all that scary…if you were prepared. They specialized in terrifying people and loved to do it as often as they could. Needless to say Nagare was doing quite well with his people's favorite pastime.

"_Ben! Over there! The screaming came from over there in that shed!"_

"_I see it! Going hero!_"

Suddenly, the door was smashed off its hinges with the item in question slamming into Nagare and dropping him flat underneath it. Kurumu looked up to see Fourarms huddling at the doorway, poking his head inside to see just what the slimy slug monster had been so interested in. His eyes instantly went to Kurumu, seeing her huddled in a corner.

"Kurumu, are you okay?" Fourarms asked, his yellow eyes showing relief.

"Ben…" Kurumu smiled. That was when the door shifted as the organism underneath it groaned, dealing with the sudden impact.

"Ew…" Fourarms grimaced, suddenly seeing the slug sliding out from under the door and the trail it was leaving behind. "What the heck did I drop the door on? Please, tell me that was just mud." He watched as Nagare slid out from under the door and managed to turn himself around, glaring at him with his crooked teeth and extended eyes. "OK, that is just gross."

"Don't interfere!" Nagare lunged at Fourarms, sticking to the Tetramand's body. However, it was quickly proven that while Nagare was tall in his true form, it was only because he was standing on tip-toe figuratively speaking. Fourarms was proving himself much taller as he tried to pry the slug off of his torso. However, he was revealing himself to be just as sticky as he was slimy as Fourarms tried to get a good grip on the monster.

"Hey, get off me!" shouted Fourarms as he stumbled back, trying to peel Nagare off. "You slimy little freak, get off me!"

"KURUMU'S MINE! MINE! MINE! YOU CAN'T TAKE HER FROM ME! NEVER!" Nagare shouted as he continued to stick to Fourarms.

"We're just giving her a way out," Fourarms struggled to get the slippery bastard off, "Through you if necessary!" However, Fourarms didn't count what else this slug could do. He began to secrete some sort of acidic slime which began to burn through Fourarm's clothes. Panicking, Fourarms managed to grab Nagare and toss him off. The slug monster landed heavily on the dirt some feet away. Groaning, he managed to ooze himself upright, facing off against Fourarms once again.

"That was my favorite shirt!" Fourarms snapped, revealing the fabric have been melted away and ripped red muscle underneath.. "Alright, time to-" FLASH! "Beat…you…down?" Ben looked himself over and then glared at the Omnitrix. "Do you enjoy doing this or something? Seriously, you did this five years ago and you're still doing it today. It's not even funny anymore."

Meanwhile, Kurumu was still in the shed, holding the draft protectively. She was shivering from the experience of almost being almost violated by this thing. Usually a succubus would be able to fly away from any kind of scary situation, but being forced inside of an enclosed space with her wings feeling like lead had been a somewhat frightening experience. It was this frightened girl that Moka found as she entered while Ben and Nagare took their fight elsewhere.

"Kurumu!" Moka exclaimed as she dashed towards her friend. "Are you okay?" She knelt beside Kurumu. "You're not hurt or anything, are you?"

"Moka…" Kurumu had tears in her eyes.

"You've risked everything to save our newspaper. I'm sorry I doubted you." Moka slowly hugged Kurumu. "We found the photos that were being used to blackmail you. Kurumu. You shouldn't have tried to deal with something like this yourself. We would have helped you no matter what."

"Oh…Moka…" Kurumu sobbed, hugging her back.

She knew she should have had more faith in her friends and asked them to help. But those photos were so embarrassing and her damn succubus pride in dealing with clingy men probably helped her make her decision. Now she wished she just came clean and told what her problem was. Ben probably would have liked those photos anyway…damn hindsight.

They then heard Ben's voice, screaming, "GIRLS! I KNOW YOU MIGHT BE HAVING A MOMENT IN THERE BUT I SERIOUSLY NEED SOME HELP! ARGH!"

"That's Ben!" Moka gasped. "Kurumu!"

"I know. That slimy worm is gonna pay for messing with me and my friends!" Kurumu's wings and claws were out, her adrenaline having flushed the last of Nagare's gas out of her system, "And also.. NO ONE MESSES WITH MY DESTINED ONE!"

Ben was jumping around, dodging Nagare's slime attacks as the slug monster spat at him. The Omnitrix was still in the red. He was running out of time to live faster than the Omnitrix was recharging. However, years of dodging attacks as a regular human gave Ben the experience to stay alive more than long enough to let the device recharge. However, it seemed that Nagare was used to targets that would run away. While Ben was kept busy dodging blasts of slime, the slug monster had managed to get in close. However, unknown to Ben or the slug monster, the Omnitrix's lens glowed yellow, almost as if it silently scanned Nagare the moment he and Fourarms made contact, and was initializing the DNA to unlocking a new form.

"DIE, TENNYSON!" Nagare roared and Ben screamed as he was about to be body slammed by the slug. However, at the very last minute, he was snatched out of harm's way and in Kurumu's hands.

"Kurumu?" Ben blinked.

"What would you do without us, Ben?" Kurumu smiled before depositing him safely a safe distance away. But didn't leave his side, until she snuggled in a hug, "Oh, Ben. What would you do without me?" Moka joined them too, with the draft f the newspaper in her hands. Of course, Nagare took notice of her right away.

"Oh, Moka Akashiya too! That's great! I'll take pictures of you too!" Nagare cheered. He immediately started drooling as his eyes began roving over Moka's form unashamedly. It made the pinkette shudder in revulsion. Just one look and she already wanted to take a bath.

"Fat chance, you perverted, slimy, disgusting piece of fish bait," said Ben, trying for the banter. "You've really crossed the line now! When I'm done with you, you're gonna be a smear on the sports page of our newspaper!" The Omnitrix beeped for a few seconds more, still in red but switched to yellow again, much to Ben's confusion, before returning to green. The face lifted up, revealing a new form. The new alien looked like an alien made of slime and Ben grinned. "OK, let's see you handle this! Whatever this is." He slammed his hand onto the Omnitrix.

FLASH! In the green flash, Ben's whole body began to melt like a wax figure, until he was a puddle of green sludge. Suddenly a small metallic object began to form, as it swirled around the slime, forming a body of sorts. And once the flash ended, the new alien form stood in a heroic pose.

"Goop!"

The new alien was all green with light green eyes and resembled slime in a humanoid shape. Its arms and legs were thick and looked heavy. In the centre of its chest was the familiar Omnitrix symbol which went with all of Ben's forms. Floating above Goop's head was a small cup saucer-sized UFO-like object.

* * *

**Omnitrix Encyclopedia**

**Polymorph A.K.A. Goop**

_These beings come from the planet Viscosia and through some strange quirk in evolution, their minds and bodies are two separate organisms. The body of a Polymorph is in fact an all purpose ooze which can be manipulated into doing just about anything. The mind of the Polymorph is in fact the metallic object which hovers nearby. The goo itself can become acidic to the touch while the metal craft can cut through dense materials easily. One weakness does exist in their beings. Should the goo be too far away from the central mind, it will become inert and impossible to manipulate until the mind comes close enough again._

* * *

"Eew…" Kurumu and Moka grimaced.

"Oh, come on, you know it's cool," said Goop, his voice sounding very high and child-like. "Alright, fish bait! Let's dance!"

Nagare lunged at the transformed Ben who dodged using his now flexible slime-based body. "Miss me!" Goop taunted. Nagera snarled and unleashed another swing of his slug body. "Miss me again!" Growling, Nagare started shooting balls of slime at his enemy. "Ooh, so close! You're getting warmer! And now you're cold!"

"RARGH!" Nagare roared as he unleashed a cloud of gas.

"OK, that's gross," said Goop. "If I were you, I'd go and see a doctor about that gas leak you've got."

"Ben, that gas will knock you out if you breathe it in!" Kurumu warned.

"Now she tells me!" While he wasn't one hundred percent sure that this new form needed to breathe, he didn't want to risk coming into contact with the gas. After all, his actual body was in the UFO that hovered above the ooze. The green slime was just an extension of him. The confusion was understandable because in forms like Upgrade, it felt like he was still breathing even though he wasn't. His trip up to space as a ten year old certainly clued him in on that. To that end, he backed away from the smoke, hoping that none of it went too close. Who knew what kind of effect it could have on him in this form?

Kurumu was now beyond pissed off. She was upset, embarrassed, scared, and downright angry! Hurting her was one thing, but hurting her friends, including the boy she loved, and trying to destroy the precious work they did together was completely unforgivable. Her eyes glowed with an evil red light as her aura rose.

"LEAVE BEN ALONE!" Kurumu roared, catching everyone's attention for a moment. All of a sudden reality seemed to warp all around them. Of course, Nagare didn't seem to notice since he was too busy trying to kill Goop so he could get to his action with the two girls.

"Huh!?" Moka gasped, feeling the energy that her friend was giving off. It was way more powerful than normal!

'_It's her true power!_' Moka's rosario spoke, '_A succubus is not only able to Charm her victims with her gaze, but is also able to cast illusions. It seems that in her rage the succubus has awakened her potential._' The Inner Moka also smirked, '_Hmm, I wonder. Had she used that before we became allies, she would have probably beaten me. Better to have her as a comrade than as an enemy, I guess._'

Nagare felt the earth tremble beneath him, which gave him pause. Looking around, he saw the Monster Tree beginning to groan and growl. To Nagare's horror, the eyes of the tree began to light up with a monstrous glare as its roots tore themselves out of the ground. The Monster Tree lashed out, trapping the increasingly terrified slug monster within its grasp.

"Nooo! LET ME GO!" Nagare screeched as he was pulled closer to the Monster Tree's widening mouth.

"Now…as a close friend of mine likes to say…KNOW! YOUR! PLACE!" Kurumu shrieked, diving down at the screaming slug monster.

Her razor-like nails slashed through his slimy body, making his pain become very real. Trashing and writing in pain, his gas production was halted and what gas was made quickly dissipated into the air.

Goop didn't need more of an invitation that that, "Vice versa… KNOW YOUR PLACE, SLUDGEBALL!"

Collecting his slime into a large ball, he shot forward with the speed of a bullet. Nagare was too busy being wrapped in the illusion of the Monster Tree chewing on him to dodge. The orb of ooze smashed into his face, knocking several teeth out and rendering him unconscious. The slime and UFO splattered into the ground before there was a flash of light, returning Ben to his proper form.

"That's what you get for messing with my friends," Ben frowned, hoping that the illusion had been as terrifying as it looked from a distance, if not more so.

* * *

**Afterwards**

The aftermath hadn't been pretty. Nagare was immediately turned in for what he tried to do and Miss Nekonome reported that he would definitely be expelled. The headmaster did not take kindly to someone blackmailing his students or trying to rape them. What happened to Nagare after that depended on what the slime slug leaders decided. Although she reassured them that despite of their fondness for scaring humans, not all slime slugs were as horrible as Nagare was.

Kurumu was accepted back into the club with open arms. However, even with the return of their draft, the club had to work like crazy to get the copy of the paper ready. Miss Nekonome had come to get the paper ready for printing and found the club all asleep with the finished copy ready to be handed over. Gin was slumped over on his desk, drooling much like a dog would. Ben was leaning back on his chair, Moka and Kurumu both burrowing into his sides, while Yukari had her head in Moka's lap.

"It seems their friendship was as strong as it ever was," Miss Nekonome smiled as she collected the original copy of the paper. "They've all earned this break."

* * *

**Next Chapter: Time Alone with the Stars; Pier Pressure**


	9. Pier Pressure pt1

**Ben 10 Alien+Vampire**

* * *

**Chapter 9: Time Alone with the Stars; Pier Pressure pt.1**

* * *

**The Human World**

**Earth's Orbit**

The orbit of Earth lay quiet in its tranquil state of daytime in the atmosphere. It's as almost nothing could disturb it, and then suddenly, as if God himself was parting the Red Sea with his hands, a portal-like rift tore itself open between the space of Mars and of Earth. Out of the rift came a ship shaped like a trident's spearhead, and following it, was another ship shaped almost like a dumbbell but with the end where the rocket engines are a little bigger than the front. They were both firing at each other heading almost straight to Earth.

The second ship pushed closer in pursuit of the first ship, each dodging the others firepower and passing a nearby moon. Completely unaware of the fact that both were moving closer to the Earth' atmosphere, they continued their dogfight.

The second ship fired its secondary engines and moves aside to get right next to it. As the first ship vessel got close into range, three hydraulic cannons pop out of the second's main hull and fired at point blank range of the First's side, hitting the hull. The ship was tossed around violently like salad due to the impact of the cannon fire, and the control room was going haywire, sirens go off indicating of the danger.

The first ship's cannons locked on to the second ship, warming up for one final shot. The cannons were building up to critical mass, any longer and they might have overloaded and blown up. The cannons roar out with two beams of pure yellow energy blasting towards the enemy ship. The first beam struck at the right wing of the ship, shattering it off the warship completely clean off. The final power blast smashed through the enemy's shields and impact thunderously against the warships' main drive.

The two ships, both rocking with internal explosions, veer helplessly away from each other as they begin to flamingly enter the outer atmosphere of the mysterious planet below. Their meteoric trails streak downward in streaming arcs...

* * *

**Countryside of Tokyo, Japan**

**Nighttime**

The two ships streaked downward in flaming arcs and vanish behind the horizons. The enemy ship vanished in the ocean somewhere off the coast of the Tokyo harbor. A distant flash and a slow pillar of smoke appear in the place to where the enemy ship was heading. The ship that had been pursued streaked down towards where the forests of Tokyo, which was only about five miles away from the gateway to Youkai Academy was located. The damaged ship, now crushingly wedged in the thick forest, suspended near a waterfall that flowed from there to a lake nearly eighty yards below.

The ship would obviously never fly again, not for a long time. But as those who would see it that nothing would survive from the crash. Until from a crack, a small black and green circuitry patterened blob oozed out of it. It suddenly then formed into a one foot creature with two little stubby arms and a stubby tail of sorts, giving a sort of three-legged look. It had a thick stock for a head, with a green circular green circuitry pattern to act as an eye. In truth, it appeared to be a Galvan Mechamorph, but it seemed smaller, less evolved, much more like a puppy of sorts.

It looked around, slowly wandering around the area, looking for something. until finally, it hopped or scurried on over to a located path, leading out of the forest. After a while of wandering around, it spotted a road going in both directions, and completely dead to the world. Until it spotted a downed truck, with its driver out of the car fixing the engine.

The little fellah scurried over to the truck's rear bumper. It looked at the humongous vehicle, almost scanning it carefully. It looked underneath the truck to see that the truck driver hadn't moved an inch. It looked over to the exhaust muffler… and finally slimed right into it, leaving not a trace of it. Suddnely, in the driver's seat, it all started to become black with green circuitry pattern, merging with the entire truck.

The driver continued to work on the engine, until it started to change from silver to black and green. He jumped back, just as the truck, which was now all black and green, drove off all on its own. The driver chased it for only a few feet, until he shouted, "HEY! COME BACK HERE WITH MY….!"

But the truck stopped suddenly, screeching on its tires. The driver sighed in relief, knowing that someone listened, but paled in fright and went all bug eyed. At that moment, the truck turned around and started heading towards him, with the wheels popping out and scurrying like a centipede, and opened its grailed mouth with a loud roar, muffling the driver's scream in the night.

* * *

**At that Time**

**Dorm Roofs**

The starry night that blanketed the academy for monsters was a sight to behold, even with the barrier hiding the school. Most of the students were too busy watching TV, surfing online, or even oogling adult websites to enjoy the wondrous sight above them. However, one teen was laying out on the dorm roof, lying on a blanket, like he was on a picnic, gazing up at the stars. Ben had taken advantage of the only night the skies were clear enough to see the stars. It was on times like this he looked up at the stars, and remembered who wondrous and vast the universe was. As well as how many adventures came from it, not to mention one great adventure in which he learned of the Omnitrix's true design and purpose. And how Azmuth said that if anyone could bring the beings of the Universe to understand one another, it was him as he used the watch in that way.

He was so deep in thought that he didn't notice anyone behind him until a pair of slender arms wrapped around his neck, "Hey…How are you holding up?"

He sighed leaning back into her, seeing Moka kneel behind him. She leaned in smiling, feeling her face next to his. For some odd reason, he felt better with her next to him, she helped to remind him that he still had a friend who could see his world. He smirked to her, "I'm doing okay."

"Good," Moka then jumped over, and laid down next to him, gazing up at the stars.

"Hey!" Ben, only half protested being deprived of his alone time, but then conceded, as she scooted over to him.

She slowly reached her hand up, almost tempting to grasp the stars above them. Ben nearly blushed at the sight, as the star's light nearly shined on her. To him, she really looked beautiful in the light… suddenly; he shook his head of such thoughts. His brain returned to reality, as he realized what he was thinking. He looked away, a bit depressed, as he realized what he was thinking, and knew it to be impossible. After all, she only saw him as a friend…

"I'm really envious of you, Ben," Moka spoke up, catching his attention as he turned to look to her. "I mean, you've been to a place most people have dreamt about in movies, books, or in their dreams themselves. Even astronauts have only gotten a glimpse and wonder, going only as far as the moon." She turned to look at him, and smiled, though looking rather nervous, as the question came up, "Say, um… Ben?"

"Yeah, what's up," Ben suddenly gulped.

She nervously looked away, looking back up to the stars, "If, um… well, if you ever go on one of your adventures again. And that it involves you going into space…" She then turned to him, and pleaded with a sincere smile on her face, "… do you think I could come along with you?"

That question made the Tennyson boy shoot up in a seated position, as he looked to her confused, "Moka?"

She sat up too, waving it off as she blushed like crazy, seemingly embarrassed about the question, "Um, well, it's just…" She shook her head, as she smiled, looking back up at the stars, "Well, I guess I'm just curious about what's up there? All those alien worlds, and alien beings. It must be amazing to just know you can visit and be a part of all that." She sighed longingly, "I guess… I just want to see what it's like up there myself one day."

After hearing that, Ben just had to smirk as he looked up at the stars, and finally answered, "Why not?" he didn't turn to look at her face, but he could tell that she was deeply surprised, as he finished, "It's not every day you get the chance to go space exploring a new galaxy, much less an unknown universe."

Moka smiled at that, and turned her attention back to the stars… just as two 'shooting stars' fell from the heavens above to earth.

* * *

**The Next Day**

**Newspaper Club**

Miss Nekonome sighed in desperation, as she looked to her desk and her papers. She mewed sadly, her cat ears drooping down, and her tail not even showing to the others at all. This alerted everyone who was currently in the club room of their advisor and home room teacher's blight, whatever it was. And so, deciding against his better judgement, knowing full well that a scratch to the face was evident, Ben walked over to his homeroom teacher, hoping to help out in any way. Just hoping that he didn't get scratched in the face.

"Um, Miss Nekonome?" Ben asked, getting the teacher's attention, "You okay, mam? You seem kind of depressed."

She perked up to her student, and sighed sadly, "Well, it's like this. I registered with one of those contests in the Human World. One that involved the main prize being a pair of tickets to this carnival, not too far from the academy."

Ben cocked an eyebrow as he mumbled, "That's a pretty big coincidence."

"Yeah, tell me about it," Miss Nekonome groaned, as she produced the said tickets. "I don't have any free time, and I hardly have anyone to go out with. It's a sad lonely life for a teacher, you know." She then gulped, as her ears and tail shivered, with the hairs on her tail stood on end, "Not to mention what the other teachers would do to me if they found out. They'd tear me apart just to get an excuse to go out to the Human world. "But then, her ears perked up, as did her tail, as she looked to Ben, "MEOWSER! I've got an idea!"

Ben slightly moved back, nearly jumping from the outburst from his homeroom teacher, as he nervously asked, "Um, what is?"

"Ben Tennyson! How would you like these tickets," Miss Nekonome asked, "It'd be a waste for me to just toss them, and I'd figure a handsome young man, who's obviously good with the ladies, could use these." She then noticed the clueless look on the boy's face, as the young teacher teased, "Oh, come on, Mr. Tennyson. Don't play coy; I've seen the way Miss Akashiya, Miss Kuruno, or Miss Sendo have been going for your affection." She waved the tickets, as she winked, even if she didn't open her eyes, "Who knows, this might help you make up your mind in search for a girlfriend."

Ben kind of looked confused by that last comment. But then felt a shiver go down his spine, as he felt a huge dark aura behind him. Even Miss Nekonome was freaking out, and she had a front row seat to see what was behind Ben. It also caused him to slowly turn around, sweating with fear as to what was coming at him. Until… he nearly fainted, at seeing the three girls, covered in a dark aura, with red glowing eyes, closing in on him.

The girls smiled almost evilly, as they spoke out in unison, "Oh, Beeeen…." And then returned to normal as they all pounced at him, shouting, "TAKE ME WITH YOU!"

"DAAAH! SLOW DOWN, I CAN ONLY TAKE ONE OF YOU!" Ben ran around the room, with the three girls chasing after him, as he cried out, "SINCE WHEN DID THIS BECOME NIGHT OF THE LIVING DEAD GIRLS?!"

* * *

**Out in The Human World**

The incident with the possessed truck had caused a stir around the place. An ambulance and police escort had arrvived after an hour, when someone had received the driver's cellphone call. And as such, police and an ambulance arrived on the scene, though things weren't as bad as it seemed. The driver was unharmed but looked after, only suffering from a concussion. So what he had said to the cops didn't make a whole lot of sense. Considering the man had said that his truck drove by itself.

One of the cops was talking on his radio, as he scoffed, "I know, the driver said that the truck was driving by itself."

As he was making the initial report, he wasn't aware that a black and red circuitry blob was slushing towards the other patrol car. And without anyone noticing, and just like before, the blob blorped into the police car, merging with it. Like the black and green blob, this one did the same thing. Only this time, it seemed to bend in shape, making it look more futuristic, more modified as it looked to go faster than its current form before the merging. And then it silently roared to life.

"Look, I'm telling you," the cop roared out, "Vehicles don't just come ot life and drive on their own!" but then the roaring of an engine caught his attention. He turned and saw the second car suddenly speed out on the road, with no driver in the driver's seat, and sped off with no resistance or chase. The cop gulped and paled, not sure of what he saw was true, and simply mumbled, "Well… most of the time."

* * *

**The Next Day**

**Bus Stop**

The bus stop was becoming quite a regular spot for Ben to hang around as of late. He stood there, in his usual casual attire of khaki brown jeans, the black and green shirt, as well as black and white sneakers. Although this time, he was carrying a green jacket with two white stripes on the right bicep sleeve, as well as a black circle with a white ten on the left peck side. So far it was only 2 o'clock at the moment, but he was waiting patiently for the certain someone to come along. Apparently, it was going to be the lucky girl to join with him to this carnival in Tokyo.

He sighed as he groaned, "They said they were going to decide for me fair and square. The least they could have done was let me see the winner."

**Yesterday**

_The girls were gathered together, as Yukari held up three white straws in her hand. "Okay, here's the deal: we draw straws on who gets the date with Ben. The one who has the red tipped straw is the winner." She looked to the girls and smirked, "Don't worry, I didn't use any magic. We're playing this game fair and square. Alright?"_

"_Sounds fair to me," Kurumu smirked, anticipating the win she would soon take._

"_Um, Yukari?" Moka gulped, looking to everyone. All over her, she was covered in religious talismans, Catholic, Christian, hindu, Arabic, Egyptian, and so on. She whined out loud, "Why exactly am I wearing all these religious signs?"_

_Yukari looked upward, almost like she was awaiting for the heavens to part for her, as she tearfully answered, "Because, Moka… if I can't win, I want you to win as well. That's why I want God on your side, no matter what."_

_Kurumu and Moka both sweatdropped at this, as Kurumu mumbled, "Yukari… you're really disturbing at this moment."_

* * *

**Present**

Ben turned and smiled at the tale that Moka had told him earlier. But she hadn't told him who had one the little battle game, so he wasn't exactly prepared for the worst to come. If it had been Kurumu, it would be marshmallow hell, that and she'd have an excuse to ask for a hotel for this weekend, considering this carnival was only open for the weekend. Even if they'd miss the bus, it didn't mean they had to be back until Monday. He grimaced at the thought Kurumu having him all alone like this.

But then his fear disappeared, as he thought to himself aloud, looking at the tunnel. "Well, come to think of it, I haven't really been anywhere with a girl since… well never."

He then heard footsteps coming his way, as he turned to hear Moka's cheerful voice, "I'm ready!"

Ben was a bit surprised that he heard Moka's voice; it could mean that she had won the contest. Though, the latter would be . He said, "Well, let me get my backpack and…" He stopped talking as he saw her coming down the stairs and stop as she reached the floor.

She was wearing a silk-like red, long sleeved shirt, and had over it a black dress with the skirt that reached her knees and had spaghetti straps holding it up. She was wearing light blue sandals that had a strap that held to her ankle. Her hair was pulled back into a pony tail, but a few strands of hair as well as her bangs coming down her face. And lastly she had a silk white wrap around her arms, hanging behind her. Ben was a little speechless as he saw her; in fact, his jaw nearly dropped to the floor and bounced back.

Moka smiled and said, "I'm sorry I took so long, Ben. I wanted to be sure I looked presentable." She then twirled around and stopped for a moment, winking her left eye, "So how do I look?"

Ben tried to say something or at least give out a compliment, but the words never came out. Instead, he just spoke out a little nonsense as he tried to say something; to put it bluntly; his brain was on a temporary vacation.

Moka had to smile at that reaction, as she walked over to him, until he regained his train of thought, "Wait a minute! You won the bet?"

Moka chuckled nervously, as she reached out ot him, lightly grabbing his hand, "Well… I wouldn't say that I won the bet…. But rather…" and then placed his hand on her chest, which made him blush all kinds of crimson… and made him snatch off the Rosario.

Suddenly, in a flash of red light, Moka's Inner self was standing in place of the Outer Moka's. and boy did she seem confused at first when she awoke. She looked around, checking everywhere, even at a confused Ben, and saw no sign of whatever she was looking for. Then, she finally glared at Ben, her eyebrow twitching in anger, until she finally shouted, "What the hell? Why did you wake me? This isn't a life or death battle!"

"Hey, don't look at me," Ben shrunk back, holding the Rosario in place, "The Outer you made me do it, so I..." but then stopped himself, as he looked at the Rosario carefully, "What the…?" He noticed a piece of paper taped on to the back of it, and pulled it off, "A note?" He opened it up, and looked at it, and then handed it to Moka-sama, as he replied, "It's for you… from you."

"What?" she asked as she rudely took the letter, and read it, for her and Ben to find out what was going on.

_Dear Moka-sama,_

_If you're reading this letter, it means that I made Ben pull the Rosario off, and you'll be the one to go to the carnival with Ben. I know it seems a bit strange for you to go about without having to go into battle, but I think you could use the break. So after I won the contest to see who would get the second ticket, I thought you would deserve it more. You've stayed stuck with the Rosario locked on all this time, and the only time you're ever allowed out is in battle. You deserve a chance to get out, stretch your legs; to have a normal time when you're released. Plus, I think you and Ben should have some quality time together. Just so you guys can get to know each other a little more than just as sparring partners and fighting alongside one another. Get this chance to know each other, okay? And be nice to him, it's the least you can do while you're out._

_Love,_

_Outer Moka_

Moka-sama shook the letter, and sported a vein on her forehead, almost as if she was on the verge of a nervous breakdown. Ben slightly backed away, as he could tell her mosnterous aura was flaring up. All around her, the area seemed to be seething blood red with her energy. He gulped at this as he knew what was gonna happen, even as the bus started coming in, 'Oh boy… she's loosing it.'

Just as the bus parked, Moka-sama finally shot upward, her face contorted even madder than usual, as she shouted, "YOU'VE GOT TO BE KIDDING ME!"

As Moka-sama was fuming angry, Ben sweat dropped at this, as he grumbled, "I can tell this is gonna be a swell evening."

* * *

**Out in The Human World**

**Tokyo Carnival**

The Youkai bus stopped right in front of the gate to the carnival park near one of the bays connecting to the river that connected to the ocean. Once it stopped, the door opened, as Ben and Moka-sama stepped out, with the vampire girl wasn't too thrilled to be there. As they exited the bus, the driver smirked at Ben, "Just remember, I'll be at the usual stop by eight tomorrow morning. I suggest you two make plans to stay somewhere for the night."

"Ah, no problem," Ben replied, though secretly still felt nervous around the guy. He turned slightly to where Moka-sama was standing at, as she crossed her arms, and huffed, once she caught him looking at her.

The driver chuckled a bit, as he closed the door, "Have fun, you two." And then drove off to wherever he usually went.

The two just stood at the open gate that would lead to the lively and bright dock carnival before them. Ben looked over to Moka-sama, who didn't seem too thrilled at all about this. He figured that since she was a vampire, they were more aristocratic, fancying much more fancier stuff than carnivals at all. But despite the fact that this place wasn't all too fancy, it was still the best time to get to know her better. And so, despite warnings in his head telling him that if he lay a finger on her, she'd kill him with a single vampire-powered kick, he decided to go with Moka's advice.

"So, Moka.." Ben started, as he walked towards her to start a conversation. Unfortunately, he made the wrong decision to reach out to her shoulder with his hand, "What do you wanna…?"

"Let's get something straight, Tennyson," Moka-sama said sternly, not in the mood to be friendly at the moment, as she glared at him, "This may be an unofficial outing for the two of us, in a failed attempt for my Outer half ot try and make us friends, but know this: a high borne vampire like myself wouldn't be caught dead with a worm like you."

Not taking that kind of attitude, Ben's anger got the better of him, "Oh yeah? Well… I wouldn't be caught dead in the same room with you, Dracu-skank!"

Moka-sama looked silently pissed off, and then shot it further, "Well, a reckless and arrogant American such as yourself is hardly desirable company."

"Your arrogance is hardly what I call attractive," Ben shot out.

"Your taste in clothing's appalling," Moka-sama shot back. She flipped her hair as she arrogantly smirked, "But despite as such, I wouldn't low my standards to even date such a lowly human who's only redeeming strengths lie in the ultimate alien weapon."

"Oh, yeah?" Ben snapped, but finally shot forward with one insult that actually would work, "Well, let me tell you this: I highly doubt any self-respecting bloodsucker would go out with a girl who's hidden most of her life in a rosary, who's only redeemable feature is that she just a formidable fighter." He then turned away, walking towards elsewhere in the carnival.

Moka-sama looked shocked, not by the insult, but by him leaving, as she tried to stop him, "Hey, where do you think you're going? I thought you would watch out…"

"I watch out for the Outer you," Ben shot back, giving her a distasteful glare of anger, "I'm pretty sure the Real you's more capable of handling yourself out here in the real world." He then walked off, as he waved, "See you at the bus stop."

Finally, allowing her pride to get the better of her, as well as her anger, she shouted, "FINE! Go ahead and run away! I don't need you!" And then stormed off in the other direction.

However, neither one of them even witnessed the little black and green blob looking at them both. The mechamorph's eye stock stuck out from a crash can, scanning the two. It had followed a silent signal, indicating that the target it was seeking was close by. And then it turned its direction towards Ben… as well as to the Omnitrix. The little fellahs slurped out of the dumpster, and looked around, locating a target. The Bumper cars.

It slurped on in there, just as Ben past it, as he huffed, "She didn't have to get all defensive like that. I know I don't have a chance iwht her at all. I mean, I know she's got standards about boyfriend materials. One thing, she's probably looking for a nice vampire guy. Probably just as stuck up and arrogant as she is." He then stopped in his tracks, looking rather depressed, as he stuck his hands in his pockets. He looked up at the night skies, and up at the stars, groaning, "I guess… taking her up to the stars one day… might just be a pipe dream."

Suddenly, a loud beeping caught his attention, as he looked to where it was coming from. It was then he noticed, it was coming from the Omnitrix, as the lens flashed green with the loud beep. He looked at it, and tried to fiddle with the dial to turn it off, "C'mon, now. Don't you start hating me. What's with the beeping?"

Suddenly, he heard a loud roar come from behind him, as well as people running away, mostly workers for the carnival. There, running around, was a Mechamorph infused bumper car, with the electrical stock whipping around like a whip. It stopped for a moment, and looked at the startled Ben Tennyson, as a gnaw opened up and roared, charging right at him.

Ben sighed, as he started to run, and shouted, "I knew it! The universe hates me tonight!"

* * *

**Next Chapter: ****Time Alone with the Stars; Pier Pressure pt.2**


	10. Pier Pressure pt2

**Ben 10 Alien + Vampire**

* * *

**Chapter 10: ****Time Alone with the Stars; ****Pier Pressure pt.2**

* * *

**Elsewhere**

**Food Court**

After a while of fuming to herself, Moka-sama had found the food court for the carnival, and immediately went to a beverage bar. Luckily for her, they had tomato juice, chilled to perfection. Purchasing at least five cans, she sat alone at a bench, drinking them slowly, as she looked at them in deep thought. At the moment, even though her pride had been a bit damaged, but in slight relief, she had separated from Ben. Though for some odd reason, she seemed rather… distressed about the situation.

She sighed, leaning forward on the table, rubbing her forehead, "What is wrong with me? It's not as if I care about him."

'_Hey, why did you fight with Ben_,' Outer Moka spoke out, as Moka-sama had the Rosario on her, which she held in her pocket, but was startled by it.

She nearly jumped out of her seat, as she looked at the Rosario, gulping, "Wha? Wait a minute!" But then she calmed down a bit, as she cocked an eyebrow, "Wait, now you can speak through the Rosario?"

"_I guess since it works for you, it must work for me,"_ Outer Moka responded, but then sternly lectured, '_But enough about that, why did you act that way towards Ben?_'

"To remind him," Moka-sama answered, as she nonchalantly took a sip from her tomato juice, "I may have interest in his usage of the Omnitrix, as well as his courage and that he's taking care of me while I sleep, but that's all he's good for. No matter how hard he tries, no matter how much he believes we're friends, he will never win my heart." She took a huge gulp, until she placed the empty can down… and then looked a bit… lonely, "It's also safer for him to stay away from me."

"And may I ask why is that?" someone asked not too far from her, making her jump in her seat.

She looked over to her right, and saw someone sitting casually, sipping a cup of coffee. He appeared to be a Caucasian man, thirties, with short black hair combed back, with a somewhat British heritage to him. He was dressed in what appeared to be a white button up shirt, khaki brown vest, black tie, black pants, and dress brown shoes. Though the odd thing about him was that he also wore a white lab coat, and a pair of green lab goggles. The man looked like somebody from the 1950s, the era during the Cold War. He casually sipped a cup of coffee he purchased from the food booths, as well as looking at an old pocket watch. But from Moka's perspective or suspicions, he had suspicious written all over him.

However, Moka-sama was a bit annoyed at this, as she scowled, "It's none of your business."

"If it's about how you treated Ben, then don't worry about it," the man calmly replied, not intimidated about the anger radiating off her, "He's not the kind to hold a grudge against his friends, unless they betrayed him in some way." He smirked as he took a sip from his cup, "Though he hardly ever shows any resentment or grudges against you. Ever at all… Moka Bloodriver Akashiya."

The vampire girl, despite her calm demeanor, went bug eyed, as she turned around, "H-How do you know that name?"

Not turning to face her, the man simply chuckled, "There isn't anything I don't know about you, my dear. Let alone Benjamin." He finished his coffee, as he looked at the timepiece, "And if you're worried that if you've damaged what you have with him so far, don't be. I believe he'll receive a certain something to patch things up."

"What are you…" suddenly, a huge crash caught her attention, as she looked towards the dock area. Some strange ruckus was going on, as others claimed it was a rogue carnival ride, suddenly coming back to life. Though they said the ride wasn't harming anyone, though it was chasing after only one person. A boy who was obviously American. Moka-sama paled as her red eyes went wide, as she gulped, "Ben…"

"I wouldn't worry," the gentleman calmly got up, and closed his watch, turning towards Moka-sama, as he smiled, "He's faced worse in his human form. You underestimate him that way, and that's usually what his enemies always do."

Moka-sama snarled, not liking this man's tone as knowing as much as he should, "Alright! Who are… you?" she asked, as she whipped around, coming face-to-face… to nothing. She looked around to see any signs of where the man went off to, but no traces of where he was. Moka-sama was deeply confused, "What the…?" But then another crash was heard, as her attention, as well as unaware concern, was turned to another's attention, "Ben…"

* * *

**Back with Ben**

The Bearer of the Omnitrix was currently running for his life, and from a runaway bumper car to boot. Luckily he had managed to run away from it as best he could. Even jumping over a row of trashcans to evade it, though it ran through them like they were nothing. Ben was currently running from it, evading anyone else in the process. Though a cotton candy stand wasn't the fortunate, as the bumper car plowed through it, with the vendor crying out screaming for his downed cart. Once Ben had made a turn, he hopped on top of a stand, climbing up to the roof, hiding in plain sight.

The bumper car stopped, as it turned in different directions, looking around for Ben. The boy sighed in relief, as he plopped flat on his back, looking at the watch, "What did you get me into this time? You're like an evil alien magnet."

The bumper car looked around, and stopped, as it stuck out the electric antenna straight up, and gave out a signal. Suddenly, the Omnitrix started beeping loudly again, catching Ben's surprise. Knowing full well the renegade bumper car would detect it, he shushed at it, in an attempt to silence it, "SHSSSH! Hush, will you? I don't want that thing to…"

"Ben?"

Suddenly, Ben shot up from hiding, as he looked over the ledge to see Moka running in the bumper car's direction. She came to a stop, as she saw the Mechamorph possessed carnival ride, slightly startled. Then, she called out to it, getting the wrong idea, "Ben! What are you doing? This is childish of you to even consider!" the Bumper vehicle just stared in her direction, simply humming in place, not making a move. Seeing that he was calming down, Moka-sama did the same, as she looked… apologetic towards 'him', "Okay, I get it. You're angry about what I said to you earlier. You're not weak without the Omnitrix, and you're not a lowly worm of a human. My Outer side just wants us to get along, but what you're doing now is just…" She shook her head, and sternly stated, "Benjamin Tennyson, just change out of your Upgrade form, and…"

"Moka!" Ben called out from the roof top, as Moka spotted him, completely surprised, as he pointed out to the shocked vampire girl, "As much as I appreciate the apology, despite I haven't apologized yet… that's not me!"

Moka looked to Ben, and then back to the bumper car, as it slowly growled… like an attack dog. But just before a move between the vehicle and vampire girl could even be made, Ben jumped right on the bumper car. Startled, the vehicle hopped around, like a bunking bronco with a clown atop him. However, it decided to drive away, with a surprised Ben atop it, leaving Moka standing in confusion. After her confusion wore off in a few seconds, she bolted right after him.

As Ben tried to steer it, he huffed, "Why is it I can't have at least one normal day in my life? I mean, seriously."

He then hopped off, as they both had gained distance away from anyone else. The vehicle stopped a few feet from Ben, as they both stood to a standstill, one or the other waiting to make the first move. The bumper car charged forward, attempting to do whatever it was gonna do to Ben. However, he wasn't gonna take this sitting down, as he ran to one end, which he had spotted something of importance, and pulled off his jacket, waving it around like a cape as he shouted, "Toro, toro!"

The cart ran faster and faster, until Ben pulled out of the way… revealing a fire hydrant, which it crashed in. The bumper car bounced and fumbled, as it crashed into a heap away from Ben. He sighed, seeing the trouble gone, and groaned, "I hope there's a reasonable explanation. But I doubt it." He then placed his hands in his pockets, and winced in pain, "Ouch! What the…?" he then suddenly pulled out something from his right pocket, which caused him the pain earlier. And saw in his right hand, a black rose, with a note attached to it.

He pulled it off, and it read the following.

_Dear Ben,_

_If you're reading this, you found the rose, and I suggest you give it to your friend. Consider it a peace offering to her, seeing as how she's fond of Romanian Black Beauties. And don't worry, there's a reasonable explanation for all fo this, even if you doubt it._

_Signed,_

_PP_

Ben raised an eyebrow in confusion, as to oppose this unlikely mystery befallen him. "Okay… the weird-ometer's gone through the roof these past few months here," he eyeballed the flower, "How'd whoever gave me this, managed to give me this?"

"Ben," Moka called out, as she finally caught up to him, surprising the boy. Once she stopped to him, without a bead of sweat or a huff of air, she nearly glared daggers at him, as she seemed miffed off, "You idiot! What purpose was there for you to just do something that foolish? And without transforming at all!"

Ben sighed in defeat, knowing full well that either Moka, Inner or Outer, were one and the same person, just separate, there was one fundamental difference. This Moka didn't have faith in his human abilities; seeing that she just saw any human as a weakling. He sighed, as he tried to reassure her, "Relax, Moka. Believe it or not, I'm more than capable of handling my own without the Omnitrix once in a while."

"No, you can't," Moka-sama proclaimed, thinking she knew humans better. "All you're capable of doing is…" But she stopped, as she spotted the rose in Ben's hand. "A Black Beauty?" she asked, almost dazzled at the flower's intoxicating unique beauty.

Ben looked at the rose in his hand, and then got the idea, as he smiled, handing the rose out for her, "It's for you." She gently took it and took a gentle whiff of the scent it gave off. Ben shrugged, hoping to start a conversation again, "It's a peace offering. You know, so we could talk to each other again."

Moka-sama looked a little calmed down, almost teasing him as she looked to him, with the rose still close to her, "Is this your way of apologizing?" After a moment of silence, Ben sheepishly nodded. She mockingly thought about it, tapping the rose gently on her cheek, as she finally answered, her smile a bit brightened than malice-filled, "Apology accepted."

"Great!" Ben nearly jumped up, nearly startling Moka-sama, until he calmed a bit, "I mean, um… okay. Cool."

And the two walked off, both forgetting the strange event of a stranger involved. However, all wasn't considered normal, as the small Mechamorph slorped from the wreckage of the bumper car, and secretly tailed the two friends. However, none of them were aware of a fellow dressed in a black trench coat and hat, with red eyes… and a yellow star on his left breast pocket, looking at them. Especially at Ben, with an irate sense of hatred aimed for the poor unsuspecting boy.

* * *

**Meanwhile**

Back in the forest, the crashed ship's occupant wasn't doing too well. A huge gaping hole was in place to the hull, with a red energy field surrounding it for no apparent reason, at least none that could be known. The occupant of the ship, a black, green and jungle green Mechamorph, trapped in a pile of rubble. He struggled to get free of it atop his back, but was still weak from the crash.

Outside, he spotted a four-legged humanoid shadow out there, and knew he wasn't alone. "You ruffianic buffoon!" he shouted, struggling to free himself, "Do you really believe that a Plumber will come to rescue me? They don't even know where we are!"

"But you did send out that lil' symbiote you budded out," the shadow spoke out, almost taunting the Mechamorph out. "But I wouldn't worry about that. My associate's chasing him down, and if that certain someone's out there… he's gonna go…" And then he proceeded to make a slicing sound, with a clawed digit going across his seemingly headless body. "And besides, if that doesn't work… we always have the contingency plan." Pointing to the inside of the ship, as something was beeping rapidly.

* * *

**Back at the Carnival**

So far both Ben and Moka had an enjoyable time, with the previous squabbles and insults gone from their memory. The black rose, which Ben had found was called the Black Beauty, was actually a favored flower to vampires. He also found out that rumors they were dyed in the blood of vampire bats to give it the darkened color. But he figured Moka was happy for the flower due to its reminder of her supposed home in Romania, where the flowers grew in fields. It was while they had spent time, without arguing with one another, that Ben had found out a few things about this supposed 'Real' Moka. She had this aristocratic side to her, but while they were hanging around, she seemed to act like a normal teenage girl. She even laughed without thinking when Ben had slipped on a banana peel, and nearly crashed head first into a trash can. In truth, despite the fact she had silver white hair, red eyes, and was obviously a vampire to him, she seemed… normal.

"You know," Moka-sama suddenly said, nearly making Ben jump out of his shoes. She turned to him and smiled, "This is actually the first time we've had this long together. It's not too bad, doing this once in a while."

Ben thought about that, and shrugged, "Why not doing it all the time? I mean, well…"

Moka-sama knew where he was getting at, and sighed sadly, "I can only stay out for this one day, Ben. Once it's over, I have to go back inot the Rosario."

As they made their way around, Ben finally got the guts to ask, "Why do you have to get sealed up? I mean, if you're the real Moka, the really real Moka, why do you have to get sealed up?"

Moka-sama simply answered, "I'm not really sure myself."

Ben sighed, not liking that no one knew the answers to important questions, "Okay, then how am I the only one who can unseal it?"

Moka-sama thought about that one, until finally, she sighed, "That… I'm not too sure of myself."

"You seem to not know a whole lot about that Rosary," Ben admitted bluntly.

Moka-sama cocked an eyebrow as she pointed to the Omnitrix, "What about you? You seem to know so little about that watch of yours. Only the fact that you can swap out, time out, or select any alien form you wish. Why haven't you been able to stay longer than ten minutes?"

"Touché," Ben sighed, but explained, "But I know why I can only stay in alien form for only ten minutes. That's a limiter because if I stay in that form for more than ten minutes, the alien DNA and personality override my own. I found that out the hard way when a rogue Chronian named Eon tried to make a clone of himself out of me."

The vampire girl was a bit surprised by all that, and simply asked, "If it's that dangerous, why don't you have it removed? You could have a chance to live a normal life."

Ben stopped in his tracks, putting his hands in his pockets, as Moka-sama stopped. Not seeing his face, she guessed she must have offended him in some way. But that was pushed aside, as he looked up at the stars, and smiled, for her to see. "If I did that, I wouldn't be the guy I am now. I'd just be some nerd, no expectations, no friends, bullied every day of my school life, and possible future. Nothing would ever change," he answered. He then turned his attention to Moka, as he smiled to her, "My grandpa once said to me, 'Not everyone is destined to have a normal life'." He then turned to face her fully, and answered without thinking, "And if it was normal… I'd have never met you."

Moka-sama looked surprised by that answer, and just for a moment… a small blush appeared on her face. Before Ben could see it, she turned around, looking for some way to lie to herself about it. But instead, she found something to get their mind off of it. She pointed, to what appeared to be a jet-shaped flight simulator, "Oh, look at that." She looked to Ben and asked, "Care to show me if you have any skills in flying?"

Ben looked at the simulator as it stopped, and saw the occupants wobbling out nearly about to throw up. Unknown to anyone, the red and black fellow stood behind it, and melted, merging with the device.

Ben shook it off as he confessed, "Sorry, but even though we didn't eat the burgers from that stand, I'd pretty much lose the lunch we had later on."

"This is coming from the boy who can change into a smelly flying insect," Moka-sama asked, incredulous to his proclaim of air sickness.

Ben shrugged, "Sue me." But then the two heard screaming, as they looked up at the ride.

Suddenly, the whole simulator ride was engulfed in a black and red blob, merging with it. Once it did, the jet didn't look earth-based, but more futuristic and alien. The now-four engines roared to life, as the wings suddenly folded into spider-crab legs, attempting to pull itself off the device holding it in place. The two teens stepped back, as the jet thrashed and bashed about to free itself on the spot.

Moka-sama stood battle ready, as she asked Ben, though not taking her eyes off the target, "I thought you took care of it last time?"

"This isn't the same one," Ben pointed out.

The jet looked around, and then eyed both Ben and Moka. There, in its sights, it scanned the boy, and took notice of the Omnitrix. The optical circular spot on the windshield of the jet turned into an angry V, as it glared at Ben. It then returned to a circle and began charging up, almost for something unknown. But Ben knew, as he went wideyed, and immediately shoved Moka out of the way, as they both suddenly dodged a powerful plasma beam attack from the transformed jet spider.

Ben groaned as he slowly got off the ground, rubbing the back of his head, "Sucks being at the receiving end of a plasma blast."

"Do you mind getting off?" Moka-sama snarled, as Ben came into focus, and saw he was on top of Moka. A small blush appeared on her face, but she wasn't embarrassed, but rather, angry, as she snarled, "You're on top. KNOW YOUR PLACE!" And shoved him hard enough to skid across the ground, and slam into a garbage can, nearly knocking him out and leaving him disoriented.

Moka-sama saw what she did, but turned her attention to her desired target, as it finally broke free. It slowly made its direction towards Moka-sama as a minimal threat, but then turned its direction towards the unconscious Ben. And was close to skewering the poor boy, until a silver blur appeared, pummeling its head. Disoriented, it crashed into a Fun House, luckily no one was in there, and everyone else was just running away from fear around the area.

As the machine regained consciousness, Moka-sama stood atop of it, proclaiming soon to be victory as she glared at it. "I don't know what the hell you're doing, but you're ruining the only night I have to walk about freely," Moka-sama snarled at the eye. "Whatever business you have…"

"My business, lies with Tennyson," the alien-possessed machine spoke to her, in a digitized demonic voice, as the eye looked in her direction, "If you are an acquaintance with him… then you are furthered value as a hostage."

The vampire girl snarled at this declaration, as she hissed, "You'll have the Devil's Chance to even do…" but suddenly, red bolts of electricity shot at the creature's outer layer, hitting her as she screamed out in pain. Until finally, she went limp, and everything went dark, as she nearly fell over, only to get caught by a couple of tendrils ensnaring her.

The mechanical monster then got up, standing upright as it looked to Tennyson, as he was slowly getting up. "See you soon, Tennyson," and then took off into the air, heading to wherever it was going.

As Ben was regaining consciousness, he stood up, groaning, "Never get on top again. Got it, Moka." But he didn't get a reply, as he looked around, and saw Moka was gone, "Moka? Moka! MOKA!" he also realized the giant monster was gone, meaning that it was gone… and the worst case scenario, was that it took Moka with it. He punched the wall, in self-anger, as he sneered with rage, "Dammit! Now I don't even know where it went!"

"_SHIIIP! SHIIIP!_" A small yelp came from not too far from him, getting his attention as he looked around. He heard it again, "SHIP! SHIIIIP!" He looked down, as to where the noise came from, and spotted the little Mechamorph, no bigger than a puppy.

He remembered from ago the rampaging bumper car, and nearly yelled out in surprise, "Wha…? You're the reason this all happened?!"

The little Mechamorph shook its head as it yelped out, "SHIP! SHIP, SHIP, SHIIIIP!"

Ben grumbled, "I can't understand you." But then lit up as he activated the Omnitrix, and scanned through, "But I know someone who does." And slammed the control down hard, and in a green flash, Upgrade was there, as he knelt down, and extended his hand, "Okay, now tell me everything that's going on."

The little blorp, probably called Ship, slurped toward his hand, and he and the arm merged together in a blob. The circuitry merged close to his head, and into his eye, as Upgrade saw everything. In his mind, the memories of the little symbiote Mechamorph was shown into him. He saw it all, an emergency crash landing, as a drilling laser was used to take down the enemy vessel that shot the pilot down. And then the splitting, making Ship, as the parent figure weakly told him to go get help.

Ship unmerged from Upgrade, as the latter stood up, looking down at the little symbiote, "Okay, if you're from that crashed ship, then you obviously know where they are now, right?"

"SHIP. SHIP," Ship yipped out.

Upgrade then tapped the Omnitrix symbol on his chest, and changed into XLR8 in a flash. He scooped up Ship, "Okay, then show me the way." His mask then flipped closed, as the two sped off, with Ship advising his direction.

* * *

**Deep in the Forest**

When Moka had finally come to, she found she was tied with steel wire cable, and sitting next to a downed ship… of alien origin. She looked to her surroundings and saw only trees and forest. However, she heard clicking sounds, almost like spiderlegs tapping on the metal. And she was only half-right, as she saw what was crawling on the side of the ship, with glowing yellow eyes. It appeared to be male and had a human torso with four crab legs, though it didn't appear to be a monster, as more alien due to some things different about it. It had goldish brown-colored armor, a sideways mouth, four scythe-like legs and a large, powerful pincer for his left hand. Within the pincer was a power blaster combined with what appeared to be a chemical sprayer. When he was about to talk, he pulled his head up, making his neck appear. He resembled a fiddler crab.

"Hey, Malware," Kraab spoke up, looking to the side, as where the still mechanized-robotic jet stood, "Looks like Tennyson's girlfriend woke up."

Ignoring the 'girlfriend' title, Moka-sama turned and saw the jet fall over, as the black and red goo slurped out and formed, taking shape. In its place, stood a "negative" version of Upgrade, having red demonic circuitry stripes. He had a glowing yellow star symbol on his chest and neck. And apparently unlike when Ben was Upgrade, his central eye didn't glow when he started talking.

"You must be terrified," Malware spoke to her, as his neck stretched over to get into her face, as they were now eyes to eye. "Waking up in a _strange_ place, near a _strange_ ship of _strange_ origin, being held captive by two _strange_ beings, that hail from a _strange_ world?" And shoved in further, almost breathing on the unflinching vampire, "_Strange_, isn't it?"

"Hardly," Moka-sama huffed, looking unafraid. "This isn't the first time I've seen aliens or a Galvanic Mechamorph."

Malware and Kraab looked to each other, deflated by the whole answer, as Malware's neck retracted, and Kraab merely shrugged, "Wow. You really get around."

"Look, what do you want from me?" Moka-sama asked, obviously annoyed.

"You are mere bait to trap the loathsome bearer of the Omnitrix. The one called Ben Tennyson," Malware explained. "If Ba-zel's symbiotic offspring as made his way to finding you…"

"He already did!"

Both Kraab and Malware turned around… just to see Upchuck loogie at them, shooting exploding loogies at them. The shots caused the two to disperse, as Upchuck along with a black and green backpack on his back, hopped over to Moka-sama. He immediately shot his tongues out, eating the ropes that bound her. Once she was free, she looked to Upchuck and asked, "Those two friends of yours?"

"Yeah, pretty much," Upchuck answered as he and Moka-sama stood together, side by side, as Kraab and Malware were regaining their composure. "Kraab was an old bounty hunter that went after me five years ago. Vilgax hired him, along with two other bounty hunters to come after me while I was still wet around the ears with this watch." He then smirked mockingly as he spotted another familiar face. "Malware," Upchuck half smirked at the evil Mechamorph, "Gotta admit, you look pretty good for a Galvanic Mechamorph I beat up a while ago. I mean, it's been what? Nearly Four years?"

"And fifty-six days," Malware hissed. "I have recorded and calculated every day I was caged by an animal_ like_ an animal on Incarcecon."

"Well, if you didn't try and do what you did, the Plumbers wouldn't have put you behind bars like that," the Gourmand shot back.

Moka-sama looked to Upchuck, as she guarded his back, and asked, "Just what did he try to do?"

"Oh, he tried to syphon the Earth's O-Zone layer, and sell it to the Intergalactic Black Market," Upchuck answered.

Malware merely shrugged, "I find it very odd that you humans are so touchy when it comes to this global warming."

Upchuck licked his lips together, as he and Moka stood ready for battle, "Well, either way, I'm gonna send you to the Null Void. And this time, you and Kraab'll stay there."

Malware transformed into his Mechamorph form, along with a few stocks with laser barrels added to them, as he hissed, "Over our dead silicon bodies." And fired right at them.

Luckily, Ship slorped outward, and formed a shield abosorbing the blasts. Once Malware stopped, Upchuck and Moka-sama hopped over to their respective opponents; Upchuck went to face against Malware, while she took Krabb. The crablike alien attacked with a blast from his claws, but Moka easily dodged them with no problems. Kraab snarled as he lifted his claw up, attempting to crush her once she was in range, "You're dead, you stupid human!" And brought it down to crush her.

However, it didn't happen, as instead of him crushing him, she caught the claw in the air… with her bare hands. She huffed at the crab alien, as he struggled to try and overpower her, but to no avail. She slipped off her sandals, as she brought her right leg back, "I think it's high time, scum like you…" and brought it up for a devastating kick, "KNOW YOUR PLACE!" and kicked the alien crab through the forest, screaming until he disappeared from sight.

Meanwhile, Upchuck was gaining the advantage in the fight. Seeing as how Mechamorphs were easily overpowered by electricity and acidic chemicals, defeating Malware with a Gourmand form was cakewalk. Upchuck nailed Malware right into the chest, sizzling a hole there, as the Mechamorph leaned onto a tree.

Upchuck cackled, "Seriously, Malware. You couldn't beat me back then, what in a snowball's chance gave you an idea I'd lose now?"

Malware looked to Upchuck, and sloshed his arm forward, wrapping it around Upchuck, as he answered, "This is how." And pressed the Omnitrix symbol.

He let go of Upchuck, and disappeared in a flash of green, stood a shocked and surprised Ben. Once he saw he wasn't Upchuck anymore, he sighed, "Aw man."

Moka-sama saw Ben in danger, and knew she had to go over there. Until a yelping caught her attention, "_SHIP! SHIP!_" She looked down and saw the little Mechamorph that had protected her and Ben a while ago. He pointed to the downed ship, getting Moka-sama's attention, even now. He suddenly morphed into a mini-replica of the ship, and then went kaboom, reforming itself as it pleaded to Moka-sama.

Moka-sama could only surmise that wasn't good, "That's never a good sign." She looked to Ben and shouted, "Ben!"

Ben fiddled with the Omnitrix for a moment, trying to get it recharged again. He already knew of a perfect choice, but it wouldn't work unless the watch charged up. However, it was going to have to be a rush job, as Malware stared him down, "Any last words, clever quips, or observations, before I finally destroy you, Ben Tennyson?"

Getting fed up with it, Ben looked to Malware as he snarled, "Yeah, after four years, you need a tic tac. Because personally… YOUR BREATH STINKS!" suddenly, he heard the beeping come from the Omnitrix, and saw the green light up again. "But here's a fresh reminder for you." He picked the choice, and slammed down on the watch.

In a green flash, Ben's new form shouted, "BENVICKTOR!"

This new form had an appearance similar to the classic depiction of Victor Frankenstein's monster, hence the name. He had a muscular body and a human nose. He had greenish-grey skin, a black mullet hairstyle with brown at the end and sideburns, and 2 tower-like conductor coils on his back. He wore black pants with lines on them with a triangle dash in the middle that glowed green. He had stitch-like lines on his arms (right arm: half of his shoulder and left arm: half way from his glove). He had brown gloves with his fingers showing. He had 3 black bolts on his chest and 1 black bolt on each side of his neck, all bolts had a green line on them. He had white lines on his waist that connected it to the Omnitrix, whose symbol he wore on his waist, like a belt clasp.

* * *

**Omnitrix Encyclopedia**

**Transylian AKA Benvicktor**

_Transylians__ are an extraterrestrial species of Frankenstein-like humanoids from the planet __Anur Transyl__. Anur Transyl used to be home to two different races, the Transylians and the __Vladats__. Transylians were the Vladats main source of food, feeding on their energy. But the Transylians rebelled against the Vladats, using superior technology that they had developed in secret, they hunted all Vladats on Anur Transyl into extinction and became the dominant species on Anur Transyl. However like the other inhabitants of the __Anur Belt__, they have become enslaved by the __Ectonurites__. Transylians have two conductor coils on their backs that allow them to generate and manipulate lightning and electromagnetism. They can emit powerful lightning bolts and magnetize their feet to attach to metal structures._

_They also possess enhanced strength and durability and can survive in the vacuum of space._

* * *

Malware charged forward to deliver a punch to Benvicktor, but the Transylian jumped up, flipping-dodged him, as he landed on the other side. Malware turned around and charged at Benvicktor again, throwing a mean right punch at him. But Benvicktor caught it, holding the rogue Mechamorph in place. He brought up his left foot, and kicked him, the magnetic force causing a major screw up to the Mechamorph's system, making him disoriented.

He then shot forward, grabbing onto Malware's shoulders, as the two towers on Benvicktor's back started shooting up with lighting. It traveled down the Transylian's arms, and shocked Malware, and proceeded to keep on doing that for a minute or two. Once Malware was sparking, Benvicktor drew back his right fist, charging it up with electricity, and delivered a devastating punch to the Mechamorph, sending him flying about fifty yards away from the location.

Benvicktor smirked, as he fist pumped the air, "Oh yeah! He shoots, he scores!"

"Ben, get over here," Moka called out to him. Once Benvicktor ran over to her, he saw she was standing next to an energy shield, and pointed the inside. "There's something in there that's going to blow up. And I can't get in there."

"Then let me open the door," Benvicktor advised, as he gently pushed Moka out of the way. He then shot his fists forward, digging into the red shield doors. The energy danced all around him, as he screamed out in pain, but held his own. He ripped open a hole through the shield, but still screamed out in pain.

Moka-sama realized this was causing him pain, "Ben! Stop it, you're just hurting yourself!"

"Don't worry about me, just get whatever's gonna explode in there!" he seethed out.

Not wanting to argue anymore on it, Moka-sama and Ship hopped in there. Once they were in, Moka looked around to see what was the problem, until she spotted the injured Mechamorph pinned by the debris. But Ship got her attention, pointing to a device being red symbols, almost counting down to something. That would usually indicate some kind of bomb or somewhat. Immediately, she grabbed it and sped out, placing it on the ground, and with all her vampiric power, she kicked it high in the air.

Sensing danger at its worse, Benvicktor dropped what he was doing, and grabbed a startled Moka, shielding it. Ship did the same as he got behind Moka, as a huge explosion formed, nearly lighting up the air. Once the dust and cloud settled, things seemed pretty okay, although Benvicktor was still hugging onto Moka. Who for some odd reason, was flushed at this.

"Um, the explosion's over," Moka-sama replied, hiding her blush as best she could.

Realizing it, he stopped hugging her, deeply embarrassed, "R-Right."

After the explosion, the duo helped the fallen Mechamorph from the rubble. After he was suddenly coming to and recovering, he had told them his thanks as well as his name, which was Baz El. As he recovered, he explained the situation that he had come across a freighter ship that had come from the Prison Planet, Incarcecon. Before he could do something, the ship started shooting at him, causing a crash-landing on Earth.

"And before I lost consciousness, I extruded a symbiote to go get help," Baz El explained, as he pointed to Ship, "The one that designates itself as Ship."

"Ship," he yipped out.

"Thank you," he nodded. "And once that happened, he set off to find the nearest Plumber. Hoping to stop the engine block from blowing up, as well as taking care of those villainous rogues holding me hostage."

Moka-sama seemed to get the picture, but Ben pointed out, "Wait, that beeping. He was calling for help?"

"Yes," Baz El pointed out, pointing to the Omnitrix, "Don't you know how that works?"

Ben sheepishly groaned, "Um, well the creator wasn't as coming forth with an instruction manual on the device. Said I'd have to learn about it on my own. That, and seeing as he's thousands of years old, he must've forgotten all about it."

Moka-sama just sweat dropped at this, "That would explain everything."

Baz El got up as he looked at the ship, "Well… I'd better get my vessel fixed and out of here." He hopped forward, merging with the ship, advancing it more and more. But before he took off, he looked to the two teens, "By the way, thank you for everything, Grandson of Magister Tennyson."

Ben went wide-eyed, as he asked, "You know me?"

"Who hasn't heard of the Bearer of the Omnitrix, and Savior of the Universe," Baz El shrugged, almost as if the question didn't seem to have a point to it.

But then Moka-sama looked to Ship, as he was rubbing against her leg, she asked, "So what about him? Doesn't he blorp back into your body or something?"

Baz El groaned, "Blorp, yeah. That's not how it works. Besides… he seems to like you both." And with that, the ship took off, heading straight towards the sky and breaking the atmosphere, disappearing into space.

The two teens and Mechamorph pup just looked up at the skies, as Ben finally looked to Moka, as he stated, "Sorry about the whole night. I bet this is the worst date you've ever had."

"It's my first date," Moka-sama pointed out. But then she turned towards him, and smiled a little, "But in comparison, it's a bit different. And honestly, being different is fine." Ben smiled at that, but then the two looked own, as Ship snuggled at Moka's leg, as she asked, "So, um… what's a Mechamorph's usual diet?"

Ben looked down at Ship, and asked Moka-sama, "You're going to keep him?"

"We could both keep him," Moka-sama answered, but smiled, "Besides… he kind of grows on you."

* * *

**After a While**

**Nearing Dawn**

**Highway**

The two were now walking down the highway, in a failed attempt to get to the bus stop. Ben helped Moka-sama walk along the way, seeing as how the two were pretty tired out. But Ship was sliding along the way, figure eighting around the two. Moka-sama confessed, "Actually, this part of our little outing I'm not too fond of." She looked to Ben and denied the help, "You don't have to help me; I can handle my own."

"Really? I'm helping you?" Ben joked. "I thought you were helping me. I'm getting more tired on my feet right now. At least Ship's got an excuse; he's pretty charged up." But then, a Honda Gold Wing motorcycle with its rider past them, catching Ship's attention. The little Mechamorph chased after it, getting good way, as it disappeared around the corner. Ben sighed, as he looked to Moka-sama, "Well, so much for bonding."

Suddenly, another engine roared, as it was coming to them. Once it was close enough, they saw Ship coming back to them, transformed into a black and green copy of the Honda Gold Wing. It stopped next to them, almost inviting them both on. The two teens looked to one another, in sight surprise at this turn of events.

A while later, Ben was driving Ship, while Moka-sama was on the passenger seat behind Ben. The two sped out into the road, with no one to stop them. Which was a good thing, seeing as how Ben didn't have a license, though who needed a license to drive a Mechamorph. Though Moka-sama reacted out of pure instinct and terror to the quick acceleration and wrapped her arms around Ben's waist, holding on to him for dear life. Though nearly crushing him, as he wheezed out, "Moka! Need! Air!"

Realizing what she had done, she loosened her grip, "Apologies."

But as she did so, she realized that they weren't traveling nearly as fast as she had originally thought and relaxed a bit, but didn't let go of Ben. She blushed realizing that this was the closest she had ever been to him while awakened. She could feel his body beneath his jacket and could smell the scent of what seemed to smell like cologne, and…she stopped herself from going any further into what she was thinking about. 'What am I thinking? I can't be falling in love? And with a human no doubt! I can't do that!' But somehow, despite her initial fear and prideful nature of the situation, something felt very right about this situation to her, almost like a long forgotten memory that was half remembered.

However, one particular scent got to her, as she snuggled next to his enck, as she whispered, "Oh, Benjamin… you smell heavenly this morning."

"Huh?" Ben blinked, and then realized, "Oh no…"

"Oh, yeah… CHU!" and bit him on the neck, partaking his blood.

"MOKA! NOT WHILE WE'RE DRIVING!"

"_SHIIIIP._"

* * *

**Next Chapter:****Arts and Crafters; Happy Birthday… or Modeling Day**


	11. Arts and Crafters

**Ben 10 Alien+Vampire**

* * *

**Chapter 11: Arts and Crafters; Happy Birthday… or Modeling Day**

* * *

_It was a slightly dark setting in a castle-like ballroom. The place seemed gothic in its design, and the windows were stain-glass in a church design as well. The only sources of light was a full moon that reflected off of a beautifully yet scary crafted chandelier that hung from the roof of the massive ballroom. And on both sides of the room, two statues stood straight up in position; one was a sort of a fellow reminiscent of a vampire, and the other, was obviously a werewolf._

_Moka, the real Moka, didn't know where she was or why she was here, as she stood in the center of the room. She looked around slightly confused, but not as confused as she realized what she was wearing. She was wearing a sleeveless red dress that showed off a little cleavage and had a black lace line going down from the chest to the bellybutton, a black skirt that covered her feet, and a pair of fingerless red gloves that stopped at the elbow and went up to the shoulder. She also had a black bat choker and her hair was slicked back, but to her this scene didn't make sense._

_"Okay," she thought out loud as she looked around, "What's going on here?"_

_But just as she turned around slightly, she saw a figure standing at the window. She couldn't get a good look at him considering he was shadowed by the moonlight, but she could definitely tell the guy was male and wearing body armor from the look of it. He started to walk towards her, much to her fright on this, but she couldn't move an inch much to her confusion, but saw he was a boy around her age due to his height and physical features._

_The boy stopped only a few inches from her, nearly startling her by this. And then he brought up one of his hands up to her face as he cupped her cheek, slightly startling her. Yet it was odd, even though this person's hands frightened her a bit, he was gentle with her as he cupped her face, and being careful not to cut her with them. And it was then that she saw it was the right hand, wearing the Omnitrix as it was not activated, but the lens glowed green. _

_She realized who it was as he leaned into the light, and revealed himself to her, "Ben?"_

_But before that could be answered, he closed the gap between them quickly, as he planted a kiss on her lips. At first, Moka-sama was surprised beyond end by this, as her ruby red eyes went big with shock. But then, before she would punch his lights out, she forgot all about that, as she relaxed and just went with it. As she placed her hands on his shoulders, and just enjoyed the moment._

_However, that moment was short lived as she pulled away from the kiss. Moka-sama, being a little too relaxed from the kiss, blushed and moaned as she still had her eyes closed from the kiss. And then without him noticing, she grinned exposing vampiric teeth as she lunged at his neck…._

* * *

"BEN, NO!", Moka screamed as she bolted from her sleep, and held her chest where the Rosario was in place, while sweat was padding her skin all over her body, making her clothes cling to it. She breathed heavily in deep pants before she breathed a heavy sigh and began to relax a little, "Whoo! It was only a dream," she sighed in relief.

However, she looked down on her bed for a moment, remembering the dream that she just had. And blushed a little, both from the kiss and the near-death hickie her true self gave to Ben, but mostly it was because of the kiss. She then crashed back on her bed, covering herself with her blanket and laughing like crazy. This in turn woke Ship up as he groaned out, looking pretty groggy. "SHIP?" he then scurried out from under the bed, then pulling on the blanket, climbed up as he spotted Moka laughing, "Ship, Ship. SHIIIP?"

"Oh, Ship," Moka stopped laughing as she wiped away the tears she had of laughing a little too hard, and looked to Ship, "Sorry about that. I think I just had one of those dreams girls have," Ship had a clueless look on his face as she answered, "You know, those dreams all teens have in their lives as soon as they've reached the hormonal stage, and you're thinking about either boys or girls?"

Ship turned his head in confusion towards her, as Moka just playfully rubbed Ship on the head, "I was dreaming about a boy, in case you're wondering."

She then looked out at her window, and her smile disappeared as she saw what was out there. She picked up Ship had held her like a stuffed animal, with him latching on to her as she walked towards her window. She stopped as she pulled back her black curtains and saw the night sky; the moon was starting its full moon cycle and the light dimly lit her room with its lunar glow.

But the full moon wasn't what was bugging her, it was the dream she recently had. She knew the guy in the dream was Ben, and she also knew that the silver-haired girl with him was the real Moka. She blushed at thinking that he looked pretty cute with that tux on. But then she went bug-eyed as she shook her head, 'Sheesh. What's the matter with you? He's your friend… not a boyfriend,' but then she looked up at the moon and remembered the kiss in her dream. She got a little flustered at that memory as she shrugged, "Ah, it was just a dream." She then looked a little longing, "But then… Ben is…"

Ship looked up at her in confusion as he asked, "SHIP?"

Moka shrugged as she put him down back on the floor gently, "Ah, just some Romeo/Juliet kind of business," she then walked over to her bed and sat down.

Ship shrugged as he scampered back under, "SHIP, SHIP, SHIP."

Moka smirked at the little Mechamorph's retreat, but then looked slightly confused by what she dreamt. She then took her hand, the one that Ben had kissed and looked at it. She then asked herself, "It was just a dream… wasn't it?" She then sighed in exasperation and crawled back into bed, "I'll worry about it in the morning."

But then she turned to look at her calendar, and saw a particular date circled on the calendar for the month of May. The day was the fourteenth, and written on it was Ben's B-Day, as Moka smirked, "I can't wait…"

* * *

**That Day**

**Classroom 3-A**

**Unofficial Newspaper Club Room**

Ben and his friends were working in the empty classroom which the Newspaper Club called home. Things had been relatively calm since Kurumu nearly tried to get even with Moka on the supposed 'date' she and Ben had been on. Still, for a school filled with monsters, Ben was beginning to get a little bored. Well, until Gin called them all in to discuss recent events in which the Newspaper Club could report about. As usual, the core (and only) members in attendances were Ben, Gin, Moka, Yukari, Kurumu, and assumedly Ship, seeing as now the little unconfirmed alien, was allowed on Campus, and was made both mechanical repairer, and cute mascot of the Newspaper Club. However, a while ago, Gin was chasing the little Mechamorph puppy around, after it had merged with Gin's computer, deleting all his 'awesome photo collection' and with no way to recover them.

However, after the chase, Ship was recovering on Moka's lap, panting from exhaustion, much like a dog would. As she gave him comfort, Moka looked to Ben, who was hard at work on an article about the Human World. She smiled, thinking about the day to come. 'Only a few more days, until…'

* * *

_The two stood side by side, looking one another, with Ship hopping around them. Moka placed her hands on Ben's shoulders, as she leaned in, whispering, "Happy Birthday, Ben."_

"_Thanks," Ben smiled, wrapping his arms around her, "So… what's this gift you wanted to give me?"_

"_Well…" she leaned in, closing a gap between their lips, "It's… this…"_

* * *

"Huh? Missing Students?" Ben asked in confusion, making Moka snap out of her daydream.

"That's what we've been hearing," Gin nodded from his book of notes. He had finally calmed down from that little chase with a now exhausted Ship. "Since the new semester started, a few students have gone missing. Not entirely unusual given how many monsters come here, but the rate is much higher than usual."

"So, you want us to investigate," Ben stated.

"Well, yeah," answered Gin. "I mean this is a huge scoop, and maybe we can find out what happened to all those missing students."

There was an obvious catch, though. Gin may be a reporter, but he was still a bit of a pervert. "OK, you're being more gung-ho than usual. Is there something else here you're not telling us?"

"Well, all the students who were missing were attractive female students," answered Gin. A perverted grin was already spreading across his face.

"Thought so," Ben nodded. Of course, as a hero, it was Ben's responsibility to get to the bottom of this. He'd dealt with similar cases before so this wouldn't be too hard. "OK, I'll find out what happened to those girls."

GLOMP!

"Don't you mean 'we', darling?" purred Kurumu.

KLONG!

A wash basin knocked Kurumu out as Yukari latched onto Ben.

"Me and Ben make a better team!" said Yukari.

Moka frowned and said, "I think it's best we ALL work together." She commented as she was prying Yukari off of Ben. It was becoming common practice to keep Yukari off, she she didn't have much restraint on her powers when someone upset her. Let alone wanting to hold Ben on as much as Kurumu did.

"Yeah, Moka's right," agreed Ben. "Let's make this a team effort, girls."

* * *

**Afterwards**

Ben sighed as he scratched his head. So far the leads were leading straight to nowhere. None of the missing students left even a fraction of a clue behind. It was like someone had just swept them up from nowhere. He was half considering the idea that aliens had entered the school and was kidnapping students for some reason or another. After the fight with Malware and Kraab, before he and Moka-sama had left for the bus stop with Ship, they tried to find the two. Though they found no trace of either the bounty hunter or the Mechamorph rogue. Although they were determined to get him, he doubted they would immediately start causing trouble at Youkai Academy, let alone know the school's location or find a way to get in here without the bus. Still, usually aliens were prone to leaving obvious tracks.

The friends were meeting out in front of the school after they made their hunt for the missing girls. Ben was looking through his notebook while Moka had some papers with her own notes on it. Ship was playing with a chew toy that Moka had gotten him, while Kurumu and Yukari seemed to be empty handed.

"Man, this is way harder than when I was a kid," Ben grumbled as he crossed off the name of another possible lead. He had been keeping a small notebook on information regarding the current case.

"You've done this sort of thing before?" asked Yukari with budding interest.

"A few times," Ben nodded. "Still, the people who would do the kidnapping usually left some kind of obvious clue. So far, all we know is that all seven of the missing students were girls."

"Mnn," Moka frowned sadly. She hadn't had much luck hunting down information either. "Kurumu? Yukari?"

"No clue," Kurumu huffed.

"Sorry Moka," Yukari frowned sadly.

"SHIIIIP," Ship spoke up as he hopped onto the table.

"Huh?" Ben blinked as he turned to face the puppy Mechamorph. The little Mechamorph looked at all the files, almost scanning them. "Did you find anything out, Ship?"

"SHIP," Ship yipped, and created three laser point marks with his circular eye pattern, pointing at several different files, but at one word.

Yukari looked at the laser points, and noticed to where Ship was pointing at. "All of the girls who disappeared were all part of Ishigami-sensei's fanclub."

"Ms. Ishigami?" Ben blinked. Hitomi Ishigami was the school's art teacher. She was a certifiable babe in Ben's opinion too. Of course, everyone else who had a class with her tended to agree. She had a huge following of girls who loved her for some reason. She likewise was passionate about art. In all, she was a very popular teacher. "Okay, beyond being part of the same fanclub, is there anything else which connects these girls? From what I've learned, the kidnappers usually know what they want when they take a victim."

"SHIIIP," Ship sighed in sadness.

"No, this is a good start," Ben frowned. "We have a lead. That's more than what we had beforehand. Since all the girls were part of Ms. Ishigami's fan following, I'd say we had better talk with her if we want any further clues. Maybe she saw someone suspicious following her fans or maybe even herself." But before he started out on the lead, he smiled to the little Mechamorph, "Thanks, Ship."

Moka petted him, as she encouraged, "You did really good at your first day in the club, Ship."

Even Yukari pointed out, "Yeah, I mean for a mad scientist's experiment, you're a lot smarter than Kurumu. Maybe you should take her place."

"WHAT?!" Kurumu shouted, getting the duo into another squabble with one another.

* * *

**Later that Day**

"Oh my, someone may be stalking my fans?" Ms. Ishigami blinked in surprise and slight apprehension. "How terrible."

It was easy to see why many boys lusted after Ms. Ishigami. She was slim and wore a red top which just barely showed some of her midriff and a pair of tight jeans which accented her hips. She wore it under a white coat which housed some splotches of clay or paint. Her blonde hair was done up in dreadlocks which she kept under a bandanna. Of course, she was also very attractive and had this radiance of wild beauty around her. All in all, Ben would have been smitten if the situation wasn't so serious.

"Yeah," Ben nodded, tying not to blush at how close they were. The Newspaper Club had gone to the art classroom and found the teacher there, working with some papers for tomorrow's lesson. She happily greeted them and soon the conversation took a turn for the subject. "We just have to ask, have you seen anyone suspicious when you met with your fans?"

"Well, no one immediately comes to mind," Ms. Ishigami frowned thoughtfully. "Although, now that other people suspect it, I may not be imagining things after all."

"What do you mean?" asked Yukari curiously.

"Well," Ms. Ishigami frowned as she seemed to recall a memory. "Sometimes when my fans would come to say to me or just talk about my classes, I would feel like as if someone was staring at me. I'd look around but I didn't see anyone suspicious. Still, if my students vanishing are connected to me in some way, I'd love to help."

"Any kind of lead would be helpful," Ben sighed.

* * *

**Art Class**

Within Ben's short time in Youkai Academy, he's always noted how some of the teachers were popular. Then again, he had to remember that said teachers were monsters in disguise. There was the math teacher, Ririko Kagome, who just oozed with sexiness since she wore a blouse with her cleavage exposed and short skirts. Ririko-sensei had a lot of male fans. It was like Kurumu's harem, but Ben knew that Ririko was no succubus. She did give him the creeps too when she offered him private tutoring lessons. Ben's grades were also average since of course he had trouble reading the kanji. He could read it, just not all of it. She did say he could do better though…

Hitomi Ishigami was another popular member of faculty. Her students loved her art classes and students from other classes even visited her. She welcomed the attention, really, and was well liked. She was also very pleasant to be around for one reason or another. Of course, she was never without at least one of her fan club members hanging around chatting pleasantly. Of course, since all members of her fan club were attractive girls the boys just found another reason to adore the hot art teacher, she attracted more hot girls.

Today, Ben's class was having a class with Ms. Ishigami. Each student sat before canvas set up on an easel. Ms. Ishigami told them to paint whatever came to mind.

Ben decided to go with one of his alien forms, one he hadn't used in a while…Wildvine. He had several copies of Wildvine, intersecting each other with their vines, making it a bit gothic of sorts. But it still retained the alien's shape and form. The plant-like alien was easy enough to sketch out. Ben knew the image off heart since he had changed into that form enough times. Of course, that one time he practiced making faces in the mirror of his alien forms, back when he first got the Omnitrix helped cement the image in his mind. Now the paint though…that was a little harder since the school only supplied the basic colors. The color of his eye was just as good, but if Ben wanted to get the right shade of Wildvine's skin, he'd have to get creative.

"My my, that's such an eye-catching subject, Mister Tennyson."

Ben blinked and turned around, almost getting a face full of Ishigami-sensei's cleavage. Blushing and blinking, he looked up to see the look on his teacher's face. She seemed to be almost admiring the way Ben had sketched the Wildvines' twisting and curving around tree branches while the tips of his tendrils were buried in the bark of the tree.

"I've never seen such a monster like this before," the sexy art teacher pondered. "Did you make this one up?"

"Nope," Ben answered as he tried for a darker shade of green. "I've seen a few back home in America. Their real names are Floraunas, but I call one of them Wildvines."

"Floraunas and Wildvine," Ishigami-sensei pondered. "Truly fitting names for such an artistic creature. I hope I can meet one personally."

'Oh, You might,' thought Ben as he gave a glance to his Omnitrix. He wondered what the others were doing, though. Yukari wasn't in his class so that only left Kurumu and Moka, who had Ship with her, disguised as a backpack.

"I'll leave you to your work," said Ishigami. "I'm eager to see the finished product, Tennyson."

"Alright," Ben nodded as she sauntered off to check on the work of the other students.

Absently working on his painting, Ben tried to take a look around the classroom to see if there was anyone suspicious nearby. It seemed like a normal enough class. The boys were working and lusting over Ishigami-sensei as usual. The girls were idolizing her while they got their own works completed. There were also several other girls hanging through the windows from outside, having skipped their usual classes to come talk to her. All in all, it seemed like another average day. If someone was stalking Ishigami-sensei and removing her fan girls out of jealousy, Ben didn't doubt that they were probably already watching her at the moment.

As he sighed and returned to his painting, Ben didn't notice a dirty look being aimed at his back.

* * *

**After Class**

**Dorms**

At the end of the school day, Ben headed back to his dorm room. Of course, as he was walking along the path, he felt like he was being watched by something or someone. In all his years of experience, he knew when to trust his gut. Normally it might have been Ship following him around, hoping to play with him, but Ben knew that Yukari and Kurumu were doing something in the club room and were unable to stalk him at the moment. And the odd thing was, Moka was asked by Ishigami-sensei to see if she could model for her.

* * *

"_Oh, don't worry," Moka reassured him. "I'll still be going to the club."_

"_You won't get too lonely, will you?" Ben asked, teasingly._

"_Oh, don't worry, Ben." She picked up Ship, as she nuzzled him, "Ship'll be with me, so I won't be too lonely." But then, she blushed a little, as she asked, "But Ben… well, would you… let me suck your blood?" the boy cocked an eyebrow as she explained, "Well, it might be a while before we see each other again, and I… well…"_

_Ben just smirked, knowing Moka was doing her usual habit, as he pulled at his collar, "Okay. Go ahead with the usual hickie or two."_

_Moka blushed a little, getting thee joke, "Oh, come on, Ben." She ran to him, embracing him, as they smooshed Ship in the middle, and went for the neck, as usual, "Here I go… CHU!"_

* * *

He thought about that for a moment, "Modeling, huh? Well, either Moka has the looks and figure for modeling." But he pondered aloud, "But what kind of modeling? I mean, I've heard from my cousin, Ken, that in college art classes, the only modeling is… nude modeling." He blushed at that for a moment, with Moka posing, in nothing but her… He shook his head on the thought, as he blushed from such an image, 'Okay, push that thought aside.'

But putting that aside, he decided to get to the matter at hand: the strange stalker hunting him down now.

"OK, whoever you are, come out!" he demanded.

He didn't get the anticipation when Moka would bite him, or when Kurumu would glomp him. He saw a figure walk out from behind a tree. It was one of his classmates, and a girl to boot. Somewhat non-descript in terms of appearance, although she had blondish hair that reached to her shoulders on the right side, braided in a ponytail. She looked like a completely average schoolgirl, which probably meant she was reasonably tough since the strongest monsters could produce the best disguises.

"OK, why have you been following me?" he demanded to know an answer.

"I don't care how good-looking you are in either human or monster form, Ben Tennyson!" she growled angrily at the boy, obviously flushing about something. "I won't let you get close to Ishigami-sensei!"

She then began to change form causing Ben to go on high alert. Despite the rules of remaining in human form, the students would ignore them to get what they wanted. The girl in front of her, who was changing, was no different as she started to assume her true form. Her sleeves became tattered as her arms became wings. Her shoes were also ruined as her feet turned into talons.

"Why do these things keep happening to me?" Ben wondered aloud as the girl finished her transformation. She had transformed into half-bird and half-woman creature known as a harpy.

The harpy rose into the air and let out a loud shriek before diving at Ben with her sharp talons. Her skirt rode up, revealing her panties, but Ben had not the time nor the desire to admire the view. He quickly rolled out of the way as the talons slashed the ground where he once stood.

"Going hero!" Ben announced as he pressed down on the Omnitrix, as the harpy came down to attack him again. His body became bathed in green light, and when the light died down he'd assumed the form of…

"Wildvine!"

His body was green all over with a single blue cycloptic blue eye. His head was nestled between two flaps that resembled a Venus flytrap and he had five vine-like legs. His arms were skinny but hid immense strength. On his back grew several pods which only enhanced his alien looks. And on his chest, rested the Omnitrix symbol in place.

* * *

_**Omnitrix Encyclopedia**_

_**Florauna A.K.A. Wildvine**_

_Hailing from the planet Flors Verdance, these people hold numerous abilities which make them so well-known and employed as guards by some. The seeds on their backs are explosive, but can be made either lethal or non-lethal by the individual Florauna's thoughts. Their limbs are very elastic, allowing them to stretch and absorb impacts, and also allow the growth of sharp thorn spikes to act as a weapon. They can burrow underground quickly and also meld into other plants, making it easy for them to spy on others. However, if they are deprived of water, sunlight or exposed to the cold, they quickly wither up. _

_Ben encountered a whole tribe of them on Zeron, as he was searching for Azmuth to help fix the Omnitrix, as they nearly cost Gwen her life trying to save Ben._

Looking up, Wildvine saw the harpy coming down. But before her talons could rip him to shreds, he burrowed underground to escape her assault. The Harpy hit the dirt talons first, digging claws full of soil out as her rage increased tenfold.

"COME OUT AND FACE ME!" she screeched, clawing at the surface where the plant-like alien had burrowed to escape.

In truth, Wildvine wasn't underground for very long. He had actually merged with a nearby tree and was spying at his opponent from behind. "You asked for it!" Wildvine answered, vanishing into the soil again. Suddenly, vines burst out of the ground and wrapped around the now thrashing harpy. The vines tightened, pinning her wings to her side, as she screeched.

Wildvine emerged from the ground with his vines still in the ground, as his main body stretched over to meet the harpy eye to eye. "OK, what is your problem!?" he demanded angrily. He did not appreciate getting attacked, ever!

"You're going to take Ishigami-sensei away!" the harpy snarled. "I saw you! You were eyeing her all the time, asking her questions!"

"What?" Wildvine blinked. "You're attacking me because I asked her a few question?"

"Stalker!" the harpy snapped. "I know you're stalking her! You're a disgusting stalker!"

"Like you're one to talk, if you keep such a huge profile on everyone she comes in contact with," Wildvine hissed in annoyance. His eye narrowed dangerously, as he lifted her off the ground, holding her up in the air. "You know, I'll bet you're the one who's been making Ishigami-sensei's fans disappear! What happened? They get a little too close for your liking?"

"What are you talking about!?' the harpy demanded.

"I'm talking about all those girls who've disappeared!" Wildvine shot back. "The way you're acting makes you the prime suspect in this whole thing!"

The harpy glared at Wildvine in disgust, "Do I look like a kidnapper? Where would I stash all those girls!?"

"There are plenty of places for you to hide them on campus!" Wildvine shouted. "What about that abandoned former school building not too far from here? Nobody would ever suspect a place like that!"

"Listen to me! I didn't kidnap anybody!" She shot back, "And besides, that area's for Monstrels! No self-respecting purebred monster would ever show up there! Unless they wanted to pick a fight with them!"

Wildvine was not convinced, but without any evidence he could not really do anything. Not that he wasn't within his rights to let this girl have it for trying to kill him just because he was talking to her favorite teacher. Deciding to find a way to restrain her, Wildvine was about to see to the trees for help when the Omnitrix symbol on his chest began to flash red. "Oh, you've gotta be kidding me! Now of all times?"

FLASH!

The harpy rose into the air as the vines that restrained her vanished. Looking down, she saw Ben back in his human form looking less confident than before. Grinning, she let off a battle screech before swooping down to take the pest out once and for all. However, she didn't get too far before she was bombarded by a meteor shower of bath pans.

"What the-?" Ben blinked as he looked to the source of the bombardment of pans, only to find a familiar little witch. "Yukari?"

"Are you okay?" Yukari asked, as she ran towards him.

"Yeah. Thanks," Ben sighed with relief. "Of all the times that the Omnitrix had to time out though," he sighed, looking to the item attached to his wrist.

"Ben!" the American boy looked up to see Kurumu coming in for a landing. "I saw that harpy in the air and came here to see what was going on."

"She was trying to find you, so she could follow you and saw the fight," Yukari commented as she walked towards the pair. She then blushed, and cupped her face as she mentioned, "But I got here first to save Ben first."

"Thanks, Yukari," Ben smirked.

"Anyway!" Kurumu hissed, her plan to look like the loving maiden foiled yet again. "Why did that girl try to attack you?"

"I think she's the one that's been kidnapping all those girls for getting too close to Ishigami-sensei," Ben explained. "Apparently she noticed me asking her questions, and keeping an eye out for suspicious people around her. I think she thought I was stalking her or something, and she decided to try and 'put a stop to me'." He groaned, rubbing his face to get rid of all the intensity in him, "Honestly, what kind of fans does Ishigami-sensei have?"

Yukari groaned and nodded in agreement, after witnessing such a fan service for the sexy art teacher, "Yeah, tell me about it."

"Who cares? This is great!" Kurumu beamed. "We've cracked the case!"

Ben shrugged as he looked to the frozen harpy. Something was telling him that this case was far from solved. It just seemed too easy. Even while they escorted the unconscious harpy to the club, a shadowed figure watched them leave. A figure with snake-like glaring in their eyes.

* * *

**Three Hours Later**

**Newspaper Club Room**

"So, she denied everything?" Ben asked. Gin nodded. They were in the Newspaper Clubroom after handing the harpy to school authorities. It had been a full day since the girl's attack and Gin was relaying the information to his club members as to what had been discovered. As Ben had just said, it seemed that their initial assumptions weren't as accurate as some of them had been hoping. In fact, they were completely wrong.

"No matter how much she was questioned she denied having anything to do with the missing girls," said Gin. After dealing with the authorities who took care of this sort of thing, Gin was very confident that the girl was telling the truth. The interrogation techniques were…effective.

"She has to be lying!" Kurumu snapped.

"I doubt that," Gin said. "I mean the best she can do is fess up but she hasn't even cracked."

"Something isn't right here," Ben spoke, his instincts still bothering him. Looking around, he noticed that one of their number had yet to make an appearance. "By the way, where's Moka?"

"Dunno," Gin shrugged. He had been looking forward to seeing the pink haired vampire as well, but she had been AWOL since the final bell ended. "She didn't turn up."

"Oh, she said that Ishigami-sensei asked her to be a model for her!" Yukari informed Ben.

Ben nodded, "Yeah, she told me all about that."

"Wait! Moka, a model?" Kurumu wondered aloud.

Well, Ms. Ishigami was an art teacher. Maybe she was looking for a new subject for a masterpiece. Moka was beautiful. Of course, the thought of Moka modeling just made images of what kind of modeling the vampire might be doing. Once again, Ben banished the ecchi thoughts, and got to his feet with a sigh. "Guess I should go look for her."

"Why not stay with me?" Kurumu purred, using her patented 'chest bounce' technique to try and capture Ben's interest. "I could model for you, Ben. I could model in one of those maid outfits, maybe even a skimpy bikini." She then leaned in, tickling Ben's neck with her breath, "Or if you want… we could go to my room, and there, I could do any position you want… "

"Tempting," Ben laughed, "But I gotta tell Moka about this. Maybe later."

Kurumu pouted, "Oh, man."

* * *

**Friday**

**One More Day Before Ben's Birthday**

**Art Class Room**

The next day, Ben decided to check on Moka to see if she was alright. Lately, she had been spending a lot of time with Ishigami; there was nothing wrong with it, but if there were other students like the harpy chick, she might have been in danger. But the whole week, he had yet to get even a chance to make contact with her. Too many distractions with the girls, or with Gin chasing after Ship from deleting his files once again. But today, it was gonna be different; this time, he was going to meet with her with no distractions. Ben went into the art classroom, looking for Moka, but there was nobody in the room.

"Guess they went home already," said Ben.

He was about to exit when he heard something. It sounded like faint crying and it was coming from a door inside the art room. The room in the back was used to keep the art supplies, from the looks of it. Curious and without fear, Ben went to investigate. Placing an ear at the door, Ben could indeed hear sobbing on the other side. And it sounded like a girl sobbing just as much. Now concerned, he gripped the door handle and opened the door wide. His eyes widened in shock.

Inside of the room were several statues. Each of them depicted a teenage girl, completely naked, and striking a pose that you would normally see a model do for any kind of artwork. However, there was only one thing that was odd about them that caught Ben's suspicion. Each statue's face depicted pain, fear, and a sense of betrayal. Even stranger, each of the statues was crying actual tears. That alone was shocking enough, but what made it worse was that Ben recognized the statues as well. Each one was a perfect match to the missing students. Having seen the profiles of the missing girls, Ben recognized them immediately. They were the missing girls.

"Wha…who could have done this?" Ben asked bluntly.

"Ben?" Moka suddenly appeared behind him, startling the poor boy. He whipped around to see her, almost shocked from what he discovered, and was about to tell her. But he noticed the look of startlment, almost like she was hiding something, as well as a slight annoyance. "You shouldn't be here, Ben," she stated, ignoring what he was about to say, and pushed him away from the room.

"Wait, Moka! Something's not right," Ben persisted.

"Ben, just go," Moka shot out.

"Moka, I'm trying to tell you something," Ben persisted, "I don't care about the whole modeling thing right now, but I think something's…"

"BEN, IT'S NONE OF YOUR BUSINESS, SO BUTT OUT!" Moka finally shouted. But she stopped herself, as she realized what she ahd said was hurtful. Ben looked a little startled from the outburst, but Moka immediately apologized to him, "Ben, I'm so sorry, but this isn't a good time. Ishigami-sensei, she's…"

"She's hoarding a bunch of crying statues in the art storage room," Ben interrupted, as he led her back to the room for her to see. She was startled by this discovery, as Ben continued, "And they all bear a resemblance to the missing girls."

Moka looked to Ben and asked, "But I don't get it. Why would she make statues like this?"

"Moka, that's just it. I don't think these are statues," Ben answered, as they both looked at them, "I think these are the girls."

"Oh, so you two found my collection," a female voice spoke up. Ben and Moka instantly whirled around in shock; Ben's instincts keeping him from being caught totally by surprise. The two students found Ms. Ishigami standing in the doorway to the classroom, but her face looked nothing like the caring, enthusiastic teacher he had come to know. In fact, she looked downright sinister.

Moka stepped back a little, easily frightened by the look on her face, "Ms. Ishigami? I don't…"

"So, you're the one behind all this!" Ben shouted as he glared at Ms. Ishigami. "You kidnapped these girls and turned them into statues! Didn't you?!"

"Oh, you've caught me," said Hitomi with a frown before it shifted into a wide grin. "You're a smart one, Mister Tennyson. Perhaps too smart for your own good."

"At least tell us why," Moka asked. "We at least deserve to know that much."

"Why? Why, it's for art, of course!" Ms. Ishigami proclaimed walking past Ben and Moka, and towards her 'works'. "True beauty needs to be preserved. I'm doing these lovely ladies a favor by helping them preserve their natural beauty!" She gently caressed a petrified girl's face. A whimper was heard through the stone lips which could not move at all. "I was going to add just you to my collection, Moka. But it wasn't the right time…yet."

Moka backed behind Ben, in fear for what was coming to her. "You are sick," Ben spat, his eyes narrowing as the teacher revealed her plans for his friend, "And your taste in artwork methods suck!"

"And you're dead!" Ms. Ishigami snapped as her hair transformed into many, many snakes.

Her skin cracked and turned a slight shade of green on her cheeks, revealing it to be similar to a snake's. Her eyes turned yellow with a slit for a pupil, giving a more reptilian look. She had revealed her true form to be that of a gorgon, much like the legendary gorgon Medusa of Greek myth.

With a hiss she lunged at Ben, as he pushed Moka away, and he rolled out of the way. However, one of her snakes lunged out and managed to bite into his arm. Flinching, Ben pulled the snake out of his arm and got some distance between himself and the deranged educator. However, he felt the area around his bite beginning to turn cold and stiffen. Fearing venom from the snakes, Ben yanked up his sleeve and gasped in horror to see the area around his bite slowly turning gray…like stone.

Seeing what happened to him, Moka rushed over to his side, "Ben, no!" She gently supported him, holding him as his arm became petrified into an obtuse angle. A positing he wouldn't be able to operate the Omnitrix in. "Ben, just hold on!"

"AHAHAHAHAHA! Now you'll be joining my collection, Ben Tennyson!" laughed Ishigami, as she mused at the American boy. "I must admit though, I've never added a male subject to my work, but you're just too much not to pass up!" She then decided to taunt the two some more as she explained the situation before them. "That bite injected you with a dose of Gorgon Vemin, which will slowly turn you into a statue as it courses through your very being. That stiffness in your arm is just the beginning. Soon, you won't be able to move at all! I usually prefer girls, but variety is the spice of life." She licked her lips. "Odd… you taste like a human, though…"

Moka nearly paled at that fact; if she found out about Ben's secret then. She couldn't think about that right now, as Ben was in danger. Grimacing, Ben couldn't waste time as he tried to activate the Omnitrix, but he couldn't bend his arm the right way. But Moka did it for him, as she activated the Omnitrix, making the holographic display appear as she chose Diamondhead. With his arm quickly turning to stone, he didn't have much time left at all, as it was closely creeping up to his neck.

Miss Ishigami took notice on how fast the petrification was getting, and cackled, "HAHAHAHAA! Guess you'll have to be in a near death pose, considering once the petrification reached your throat, you suffocate to death! AAAHAHAHAHAHAAAA!"

"That won't happen to him!" Moka resisted, as she looked to the dial, preparing to slam it down for the wheezing Ben. "If you love stone so much! Then you can deal with Diamondhead!" shouted Moka as she slammed the lens down. However, at the very last second, like half a second before her palm hit, the form of Diamondhead shifted into a similar yet leaner form.

Ishigami had to shield her eyes from the green light and when it died down she was staring down at a kneeling Moka, as well as a new yet revived Ben Tennyson.

"Chromastone!" he shouted, as he stood up, like nothing happened to him.

"Interesting…" murmured Ishigami as she took in his new form.

His body was made of dark purple crystal with skinny arms and legs. He had a pair of pink crystal spikes jutting from his chest and several pink spikes on his back, like he would if he was a Petro Sapien. His hands were also pink. His face was a pink plate that would open and close when he spoke light a real mouth and he had a single green eye. A pink horn jutted from his head. On his chest was the Omnitrix emblem.

* * *

_**Omnitrix Encyclopedia**_

_**Crystalsapien A.K.A. Chromastone**_

_Hailing from the planet Mor Otesi, these silicon-based life forms have the ability to absorb ambient energy and redirect is as attacks of various intensities or just as ambient light if they need to see in the dark. They have superhuman strength and are nigh indestructible to conventional forces. They can be shattered, but it is believed that they can regenerate from such wounds. However, this theory has not yet been proven and since no one wants to be on the bad side of a Crystalsapien should it fail, no one is willing to test it out._

_But one rumor has been legend, as one Crystalsapien may have originated from the Petro Sapien's home world, and was the key to restoring it, should it was ever destroyed._

* * *

Chromastone looked himself over. "Woah…a new hero." He clenched his fists. "Looks like it's time for a field test!"

Just as the gorgon and the Crystalsapien were about to begin their fight, the sneaky snake woman was quick, as she disappeared. Chromastone looked around, hoping to see where she would strike. But nothing.

"Moka!" Chromastone shouted. "Get out of here! Fast!"

"What!?" Moka exclaimed.

But suddenly, he was violently thrown into a wall, striking a power line, as his body danced with electricity. Moka was about to run over to help him, but Ishigami suddenly appeared in front of her, hissing sadistically.

"Not exactly how I had planned this. A pity. I guess I have no choice but to turn you both into stone!" Ishigami hissed lunged towards Moka with her snakes baring their fangs, ready to dig into Moka's flesh. The pink-haired girl screamed in fright, which made Chromastone go into action.

"Moka!" Chromastone shouted, as he pulled away from the electric lone, and reached out to get the insane teacher before she could even lay a hand on his friend. Suddenly, rainbow colored light burst from his hands and struck Ishigami, sending her crashing against the wall. "Whoa… Sweet. I can absorb energy and shoot it out with prism beams."

Ishigami hissed and rose to her feet. Her front was covered in dust, paint, and clay smudges from previous class projects which had been set out to dry. She looked absolutely murderous as she got back to her feet. No doubt about it, she was a tough opponent. "You'll regret that, Tennyson," she snarled at Chromastone.

"Bring it on!" Chromastone challenged.

The two combatants lunged at each other, but Chromastone's muscle easily overpowered the teacher, and sent both of the crashing through the wall before the landed outside and on the dirt. Ishigami's snakes lunged at Chromastone, but their fangs just scraped across his rock-like skin, not finding anything which they could dig into and inject their venom. Angry at what this so-called teacher dared to do, Chromastone grabbed her by the lapels of her coat and raised her into the air.

"What and where's the antidote to the venom?!" Chromastone demanded hotly. "Tell me! Or I swear to every girl you've done this to, I'll break every bone in your body! Every tiny little snake-like bone in there!"

"There isn't one, and there never will be," Ishigami coughed, all dusty and dazed from the impact she had been dealt by the flying tackle that the alien had put her through. She smiled at seeing the shocked defeated look in her transformed student's single eye, "You spat about protecting and saving those girls, but you're no closer to helping them." She then saw the despair writing on his face, as she cackled, "Ah, that look of despair, Tennyson. It's so perfect for a masterpiece; not one of my students could ever match yours. Truly, you would have made the centerpiece of my work. But it will avail you not, those girls are MINE! ALL MINE!"

Chromastone growled, his eye gaining a dark glare, "Then it's pretty obvious now that I don't need you."

Raising his arm, he unleashed a powerful punch which smashed into the teacher's jaw. The force of the blow sent her skidding across the dirt before she crashed into several tombstones which had been littering the area. Dust flew in all directions as she was buried underneath the pieces of gravestones. She gave off one final groan before passing out from the punch. Chromastone stood tall, panting, trying to get his temper back under control.

"Ben!" Moka cried, running over to her friend. "Ben, are you okay? Did her snakes bite you?"

"I'm fine," Chromastone sighed, tapping his chest with a fist. "I'm already made of crystal and stone. Her snakes couldn't even dig into my skin much less inject their venom. Are the other statues… I mean, are the girls still okay?"

"They're fine," Moka reassured her friend. "But what are we going to do?"

"I'll keep watch on her," Chromastone replied, pointing at the pile of broken tombstones where the crazy woman was currently sleeping off her loss. "You get back to the club room and get the others down here. Maybe Yukari knows a spell or something which can help."

"Oh! Right!" Moka nodded. With a nod from Ben, Moka dashed off towards the main building, hoping that their friends hadn't gone back to the dorms yet.

But as she did, Inner Moka thought through the Rosario about what Ben had done a while ago, '_To block an attack from a Gorgon… just for me. He's something else, I guess. He's growing, even a little._'

* * *

**An Hour Later**

**Back in the Art Room**

Yukari frowned as she examined the statues. "Well?" asked Ben.

"I'm sorry," Yukari shook her head. "I don't know any spell that can fix this!"

The Newspaper Club had come to the art room after Moka came hurtling inside, proclaiming that Ben had been fighting Ishigami. They were understandably shocked after hearing the true story from Ben and Moka. Everyone had come running with Gin hauling his camera to take photos of evidence. He didn't even try mooning over the nude statues like he would normally have if the situation was any less serious. However, gorgon venom was a very potent substance and any magic which could stop it was hard to use since the first gorgon named Medusa had venom created by powerful divine influences.

"Great…" groaned Ben depressingly. He put his hand on a statue's shoulder, trying to offer at least a little comfort to the petrified girls. How was he going to fix this? How could any of them fix this? Maybe he could call Gwen over on the phone to help or inform the faculty. They must have someone who could help. As his hand made contact with one of the petrified girls, the Omnitrix glowed briefly.

"**DNA damage detected**," spoke the Omnitrix.

Ben blinked.

Yukari blinked.

Moka blinked.

Kurumu blinked.

And even Ship and Gin blinked twice, as the wolf boy pointed to the Omnitrix. "Did your limiter just talk?" Gin questioned.

"It… never did before…" spoke Ben as he examined the Omnitrix.

"Never?" Moka questioned. Ben shook his head.

"I wonder…" Ben murmured.

"**Would you like to restore the damage done to DNA?**" the Omnitrix asked.

"Um…OK?" answered Ben. "Sure, restore the DNA."

The Omnitrix released an ominous green glow before unleashing a bright flash of light that forced the Newspaper Club to shield their eyes. When the green light subsided, all of the statues which were really Ishigami's victims had been restored to normal flesh and blood. They seemed confused, dazed and disoriented…and naked.

"Woah!" Ben gasped, flushing red as he quickly turned around to look at a painting on the wall. "That is one incredible picture. Wow! I don't think I can turn my eyes away from it!"

"Oh, I see a work of art right before me," Gin grinned as he began to raise his camera, only to be smacked upside the head by Kurumu, knocking him face first into the floor.

"This isn't the time to be a letch!" the irate succubus cried in exasperation. "Let's get some clothes for these girls!"

"Right!" the remaining girls nodded.

"Ehh…right," Ben nodded, managing to leave the art supply room without having to look at the collected group of nude girls who were still trying to get their senses together.

* * *

**A While Later**

**Ben's Room**

The Newspaper Club reported the truth of the female students' disappearances. However, when Ishigami was to be arrested, she'd vanished. Ben just hoped that was the last they saw of her. He was just relieved that things were back to normal…well as normal as it could be in a school of monsters, for monsters and run by monsters. Ben checked his Omnitrix, wondering what more mysteries of it he could unlock. "Well, it's not like I can call Azmuth on the phone or anything."

The creator of the Omnitrix would be a good help, but all he told Ben was to learn on his own. Some help. Judging from how the guy acted, he probably forgot how to use the lesser functions.

"Ben?" Moka appeared behind him, as he turned around. He also noticed that she was holding on to a clothed covered canvas behind her. Ben had given her a spare key to his dorm room, just in case she ever wanted to come over. He didn't dare tell the others about it, considering she'd be hounded and attacked by the others for the key.

"Moka?" he hopped up, with Ship sleeping on the couch. "What are you doing here?"

"Well…" she placed the item on a chair, and uncovered it, revealing a well-done portrait of himself. A startled Ben looked at the picture, as Moka explained, "I hope you like it; I worked hard on it for your birthday present." Ben still looked confused by this, as she explained, "I'm sorry I worried you, but in order to draw your portrait this good, I took private lessons from Ms. Ishigami in return for being a model. The portrait's title is, _What's Important to Me._" She then smiled to Ben, "And you're important to me, Ben. Happy birthday."

Ben cocked an eyebrow, as he asked, "Birthday?"

"Yeah," Moka answered, "Your birthday's on May 14th."

Ben shook his head, as he explained, "Um, Moka, my birthday's on the 14th… but it's in August."

Moka jumped in surprise by that, as she asked, "What? But then, who's…"

"May 14th is my cousin Ken's birthday," Ben answered, but smiled, "But thanks for the portrait anyway. I guess this means that you've got some more time before that."

She smiled, "Yeah, and next time…" she walked over to him, as she hugged him, "I just hope I have a better gift next time."

"HAPPY BIRTHDAY, BEN!" Yukari and Kurumu busted into the room, with gifts of their own. Even Gin showed up with a gift. But they all stopped, as they saw Ben and Moka, hugging one another, as they all shouted, "WHAT THE HECK ARE YOU GUYS DOING?!"

Once again, it was another crazy day. A villain of the school was busted, a new alien form awakened, and another goofy moment between friends. But Moka just sighed, thinking that next time, she'd give Ben a better gift. But maybe at that time… she thought that just maybe… they would be more than just friends at that time.

* * *

**Next Chapter: The Girl of Snow; Loneliness Lifted by an Angel**


	12. The Girl of Snow

**Ben 10 Alien+Vampire**

* * *

**Chapter 12: ****The Girl of Snow; Loneliness Lifted by an Angel**

* * *

**Boys Dorm**

**Ben's Room**

Ben would never admit that he'd been scared before in his life. But there were those times when he'd been absolutely terrified. Like, when he faced Zombozo for instance; if there was one thing that scared him, it was Clowns. That had been scary. But, like any other hero, he faced his fears and saved the day. But, he was a little scared whenever he was late for school, which was why he was in so much of a hurry to get ready for school.

"My tie! Where's my tie!?" Ben panicked as he slipped on his jacket while looking around frantically. His hair was a mess and his shirt was not tucked in and wrinkly. "Oh, found it!" said Ben in relief. He then stared at the clock. "Crap, I'm late!" Ms. Nekonome is SO gonna kill me! Or worse: use me as a scratching post! I hope it's not the latter, and that she just kills me."

It had been awhile since Ben had come to attend Youkai Academy on a special exchange program. Finding out it was a school of monsters didn't surprise him. He himself had faced various monsters, like Vilgax or Kevin 11 as well as a myriad of villains, both from Earth and beyond Earth. He still came up on top…with a little help from Gwen and Max.

They must miss having him around…

Ben didn't have time to reminisce when he realized he only had 5 minutes before the bell rang. So, after setting the Omnitrix to the alien he wanted to become, he slammed down his hand and in a flash of green light he'd changed. "XLR8!" he called before he ran out of his dorm room in a blur. He then came back. "Almost forgot!" He picked up his bag. "Now I'm set!" He then rushed right towards school and made it to the gate with only a minute to spare. He reverted back to normal and with a sigh walked towards the main building.

Ben suddenly shivered and sneezed. "A draft?" he asked himself as he rubbed his nose. He shrugged and then headed to the school, hoping to meet his friends. Nobody at home would believe his luck with girls here. Gwen wouldn't have believed it with her own eyes. And if those bullies J.T. and Cash saw him, they'd be envy with greed, much like the other guys on the Academy campus.

Speaking of 'luck with girls', a shadowed cute girl in a sweater and purple striped stockings with long purple hair peered at Ben from behind a tree and uttered, "Ben…" she whispered, as she smiled wistfully before retreating.

* * *

**Afterwards that Day**

Ben scratched his head as he walked out of the school building. He was actually relieved when he finally remembered that he'd purposely put his alarm clock 10 minutes early, so he was actually early and not late. It had taken some time, effort, and one sleepless night, but the newest edition of the Youkai Academy school newspaper was ready to be distributed tomorrow. The actual handouts would be during the next day. Ben was just glad that the work was over and he could take a break from it for a moment.

The Newspaper club had been sending out editions since Gin managed to stay behaved. Having his butt handed to him by Ben and several VERY pissed off girls finishing the job helped changed his attitude. With everyone on board, the Newspaper Club managed to start actually making newspapers, much to Ms. Nekonome's delight.

"Well, hopefully we'll do as well as we did before," Ben sighed to himself. Truthfully, he knew why they sold so many papers. Most of their customers were boys who wanted to talk to Moka or Kurumu. Chief among them were the three fanboys of doom.

Snapping out of his thought, Ben felt a chill run down his spine. Looking around, he didn't see anything out of the ordinary. Deciding to ignore it, Ben rubbed his arms to try and get some warmth on them.

As Ben continued walking, he didn't notice someone stepping out from behind a tree.

This person was a girl of Asian inheritance with a slim and slender figure, with long violet hair who was wearing a black sweater, along with the skirt for the Youkai Academy's girls uniform, with a belt wrapped and dangling around her left thigh. Her white sleeves were long enough to partially conceal her hands. Her eyes were a pale blue, her skin was snow white; which it was positively glowing. And a lollipop was sticking out of her mouth.

"Hmmmm…" she sighed softly as she watched Ben walk. A fond smile came over her face.

"Ben! Wait up!" Moka called as she ran up to Ben and hugged his arm. "Let's walk home together!"

"OK, Moka," said Ben with a smile.

"Hey, I wanna walk home with him too! You walk home with him all the time; it's my turn to spend some quality time with him," snapped Kurumu as she suddenly appeared and grabbed Ben's other arm. It soon turned into a tug-o-war with him in the middle. Finally, Yukari leapt onto Ben's back.

"Ben, can you change into Stinkfly and fly me back to the dorm?" asked Yukari.

Ben groaned, 'Why me?'

* * *

**The Next Day**

before school started, the Newspaper Club was out in front selling the latest issue of the Yokai Academy Newspaper. With Kurumu and Moka helping to sell the papers, the boys fought over to buy copies while the girls were also fighting over to buy papers from Ben. Ben was becoming quite popular with the girls because of his ability to become a variety of strange and powerful monsters, while being envied by the boys for having the friendship of the hottest girls in campus. The bubblegum pink haired vampire and blue haired succubus were his closest friends here because they knew his secret. It was the same with Yukari.

Though, he noticed that she somehow felt a little bothered with him being in human form. He didn't really know how she would react to him if she found out he really was a human. That, however, didn't deter him as the little witch tried to flirt with him, but Ben was no pedophile. Maybe if he was younger, like maybe eleven, he could see himself with a girl like Yukari, but not at this age. He was 15 and if he was ever looking for a girlfriend…

"Wow, we sold out!" exclaimed Moka in amazement.

Ben wiped the sweat off his brow. It was hard work but still worth it. Oddly enough, but actually expected, was Gin's absence whenever any REAL work was involved.

With no more papers to sell, the Newspaper Club began to pack up. They had to get the stuff for the club put away before they could head into class. Yukari set to work with boxes while Kurumu and Moka went through the paperwork that they brought with them to keep track of numbers. Ben was delegated to the task of folding up the table that they had brought out to help them.

But as they did, Moka suggested, "You know this was our first big sell in a while now. We could celebrate with a big party on it."

"SHIIIP," Ship hopped around in agreement.

"Well, Ship seems okay with the idea," Yukari cheered out, "Drinks for everyone!"

"Okay, but no alcohol," Ben advised.

"You people are all buddy-buddy, aren't you?"

Suddenly, Ben felt another chill run down his spine. Looking up to who had spoken out, they all saw someone approaching. From first glance, the person approaching was an attractive girl with long purple hair. She wasn't wearing the standard uniform and she was eating a lollipop. The girl stopped there, as she looked at all of them, "You're all friends, eh? Truthfully, I don't really understand that."

Kurumu shot at a dirty look at her, "What'd you say?"

"Newspaper," the girl spoke softly, stepping up to Ben. "Is there anymore papers left?"

"Uh…" Ben blinked, but quickly came to his senses. Checking all his pockets, he managed to produce a copy of the newspaper. He had bought it earlier for articles he wrote, so he could send it back to his grandpa and Gwen. Still, this girl had asked for one. "Just one. Here you go. It might be a little wrinkly though. Miss, eh…?"

"Mizore," she simply replied. "My name… it's Mizore." Indeed the paper was a little wrinkled from being in Ben's pocket, but that only served to make the girl's eyes light up. With a gentle smile, she took the paper and held it close. But she stepped close to Ben, slightly startling him, and made the other girls rather nervous. "Thank you," the girl nodded. "You're very kind, Ben Tennyson."

"Huh, you know who I am?" Ben blinked.

"Oh, everyone knows who you are. You're the famous Ben Tennyson," said Mizore with a mysterious yet cute smile. "Though I have to admit, you're even cuter than the rumors said you were." She then glided away without another word, "See you later."

As Ben stared at Mizore's retreating form, Moka asked, as she looped her arms around Ben's, "Ben, who was that girl? Do you know her?"

"No," Ben shook his head.

"Well, whoever that girl is, we probably won't see her again," said Kurumu hopefully. She had enough rivals for Ben's heart already and didn't want any more competition.

"Yeah, tell me about it," Yukari added, as she held onto Ship.

"OK, but we better hurry or we'll be late for class," said Ben.

* * *

**Ms. Nekonome's Home Room**

As Ms. Nekonome was about to begin the day's lesson, the door slid open and the girl from earlier walked into class, causing Kurumu, Ben and Moka to stare.

"Huh? She's in our class?" Ben commented with a questioning gaze.

"Sorry," the girl apologized, "I'm late."

"Ah, Miss Shirayuki," said Ms. Nekonome. "I'm glad you finally came. Please, take your seat." The girl bowed and went to her seat, which was at the front of the last row that Ben sat in.

Ms. Nekonome then explained, "Class, this is Mizore Shirayuki. From circumstances before, she was ill so she couldn't come to school. I'm glad she's feeling better now."

"I am," Mizore nodded before looking over her shoulder at Ben. The boy blinked. She gave him a small smile and wave, which Ben nervously returned to her.

"Now, as I was saying…" spoke Ms. Nekonome as she started the lesson.

**Later On**

The classes ended for the day and the students were milling about, minding their own business. At the moment, Moka, Kurumu, and Ben were meeting up. To celebrate being completely sold out, the Newspaper Club was going to be hosting a party in their club room. Yukari was already collecting party favors and the three remaining members were talking details.

"So we'll meet up in the club room after we finish buying everything," Moka smiled. "Is that okay?"

"Hey, Ben," Kurumu purred. "I'll bake my special cookies for you. You'd like that wouldn't you?" Kurumu's statement was punctuated by her pressing herself against Ben, making sure her breasts were pressed tightly against him.

"Kurumu! You're doing it again!" Moka huffed before she grabbed the amorous succubus by the shoulder and began dragging her away.

"Hey! Wait! Hold on, I wasn't done!" Kurumu cried as she was dragged away.

Ben heaved a sigh. He was probably not going to get used to Kurumu's ways of showing her affection. Most guys he came from would welcome such attention, but that just proved they were hormonal perverts. Rubbing the back of his neck, Ben suddenly got the feeling that he was being watched. Turing around, he looked for some sign that someone was there. He found it when he spotted someone's shoulder sticking out from behind a pillar.

"Hey, is someone there?" asked Ben.

Things were silent for a moment. After a breath, the familiar form of Mizore Shirayuki poked her head out from the side with a friendly smile on her face. "Hi," she greeted.

"Ah, Mizore," Ben smiled. "How are you?"

"I'm well," Mizore nodded as she walked closer to Ben. Reaching into her pocket, she withdrew the copy of the paper that Ben had given her. "I read your article. As always, it was very good from the rest of the paper."

"Oh, thanks," Ben smiled. He had been slightly worried that no one liked his articles. He was mainly writing about some of his adventures since coming to Youkai Academy. He wasn't very experienced in journalism so he only wrote what he knew about. He also did current events which kept the interest of the student body. "You always read my articles?"

"Yes," Mizore smiled. Reaching into her sweater, she pulled out a blue book with an ornate silver heart on the back and a white rabbit on the front. "Here."

"A scrapbook?" Ben identified.

"Even when I was away, I asked Ms. Nekonome to send me copies of the School Newspaper," Mizore explained as Ben opened the book. "I found your articles interesting, so I kept them in this scrapbook."

"Oh, thanks," Ben smiled. "I'm glad somebody likes them."

Opening the book to see what articles Mizore had kept, Ben was surprised to see that the odd young woman had been writing comments next to the articles. There were so many of them Ben had some trouble reading them all. Some were pretty tiny so he wasn't sure what they were saying.

However, when he did read them, he paled a little as he read them: _What a caring and creative guy. We're two halves of the same soul. Mrs. Mizore Tennyson, Mrs. Ben Tennyson. He's a hero and a poet. We were made for each other. He wants a girl who's different from the rest._

"I made some comments of my own too," Mizore added.

Ben gulped at this, keeping quiet about the comments. However, his mind was screaming in bloody murder at this point, 'WHAT THE…? THIS ISN'T A SCRAPBOOK… IT'S MORE LIKE A CRACK-UP BOOK!' he then looked to Mizore carefully as he thought, 'I'd better be careful with what I say around this girl…'

She began to smile gently as she drew a circle on the floor with her right foot. "It's just that, well, you're always write your articles from an outsider's point of view, from the weak and helpless. I can really relate to that."

To Ben's surprise, Mizore almost seemed to glide over to him before she wrapped her arms snugly around one of his own and contentedly rested her head on his shoulder. Ben blushed at the contact. Mizore seemed to be a little cold, which Ben reasoned was why she was wearing a sweater over her uniform.

"I can't help but feel that our personalities and the way we think are the same," Mizore sighed contentedly, and looked to his eyes longingly. "You must be pretty lonely too. Trust me, I know exactly how that feels."

Ben frowned a little at the declaration. However, this snow white beauty did have a valid point about him. He did feel pretty lonely sometimes. Moka, Kurumu, Yukari, Ship, and even Gin were all good friends, but it still felt lonely a little when he couldn't hang out with them. He was also the only human and American in the entire academy. He tried not to think about it and instead he focused on the good things he had since coming to the hidden school. He had made a lot of great friends and was having lots of fun too. But still... he felt like the odd ball around; guess he figured why Cooper felt like he was on another planet.

"I do feel lonely sometimes," Ben admitted. "I miss my family, my cousin and grandpa the most, but I don't feel it as often. I do remember how it feels, though."

"Then we do understand each other," ," Mizore smiled, as she nuzzled next to Ben. "That makes me so happy. "Do you want to hang out? I know a nice place."

"Well…actually…" Ben hesitated. He still had to head to the party with Moka and the others. Still, he did have some spare time and he could use it to get to know Mizore better. She looked like she really wanted to be friends. "I guess…we could hang out for little while."

"Great," Mizore smiled. She began tugging Ben's arm so he could follow her. "This way. I'll show you where I like to spend my time."

Not far from the two, Moka was walking down a hallway that intersected with theirs. However, that was short lived as they heard footsteps coming down the hallway. Instinctively, Moka ran over to the side of the wall, putting Ship on her shoulder, and hiding behind one of the support beam pillars. The two kept hidden, until they saw who it was that was coming down the hall. But much to Moka's surprised shock, it was Ben, and he was being led out of the building by that girl, Mizore. And the worst part… her arm was linked with his.

Moka clutched on to the pillar, her hand was shaking lightly. But it was pretty evident that she was upset about this scene, 'What the… what's going on?' suddenly, she saw Mizore look to her direction, and quickly hid. She hid there until she heard the doors close, and then stepped out of her hiding place.

Moka looked to the door, a slight twinge struck her heart as she whispered, "Mizore… what is she to Ben?"

* * *

**Not Far from the Club**

Not too far from the classroom, Kurumu and Yukari had just finished an errand they had finished and had now stepped into the Main hall. Yukari was carrying plastic grocery bags, while Kurumu had with her a backpack, and a small tray of cookies. As they started to head for their kitchen area, they were going through a heated argument. Well, heated on one side, which was Kurumu's side, as Yukari was the calm one.

"And I saw him and the new girl. Together," the little witch explained as they walked to where their club was at.

Fuming on this info, Kurumu shot out, "Yukari! I. don't. want. To hear about it." For a moment, she calmed down a bit, as she huffed, "It's beyond me to understand why boys go after the stalking type."

"Speaking of which," Yukari stated as she placed the bags on the cutting table. "I heard a while ago when this year started, a stalker girl was going after one of the teachers. A sort of crush deal, I think. They said that he rebuffed her feelings, and all of a sudden… he was flash-frozen in a block of ice the next day."

After hearing that, the succubus teen shivered as she gulped, "Man, stalkers are creepy." but then she lit up again as she held out her tray with a wink. "But… these babies are certain to snare Ben's heart. These cookies are laced with Love Potion 9 ½ ; when he eats them, he'll love me like crazy. Yahoohoo!"

Yukari just sighed as she shook her head slowly, crossing her arms as she turned away and whispered, "Sheesh. She's a lot scarier and more ruthless than any stalker."

Not noticed by the two, a shadowed figure walked in through the lobby, and headed up the stairs. And as that figure walked up, a small trail of puddles was left behind with every step the figure made as they made their trail to the next level of the building.

* * *

**Youkai Lake Crystal**

Unlike its sister woods , Lake Crystal was a sight of beauty well preserved in its state. The trees and grass were well alive and green with life, teeming uncontrollably and growing all over. The river sparkled like mad as its untouched and non-polluted waters rippled with fish and life. It was the perfect place for kids to go fishing and have a summer party, or a spring swimming party. But for now, it was being used by two familiar teens for stone skipping, as Mizore skipped one stone that went nine times until it finally sunk into the water after the final skip.

"Hey! Did you see that, Ben?" Mizore pointed after skipping a stone across the lake. "It skipped 9 times." Ben applauded, returning the smile she was giving him. She then placed a pebble into his hand. "Now, you try," she said.

Gripping the pebble, Ben looked across the lake and tossed it, only for it to sink into the water. He sighed. He wasn't good at it, it seemed.

"Sorry, guess I'm not much of a pitcher," apologized Ben. He felt Mizore standing behind him, holding his wrists.

"It's all in the wrist, Ben," Mizore said as she pressed against him. "You just get it in a good throwing position, and then flick it in the wrist. Doesn't hurt to sway your hips."

He started to shiver a bit but he did was Mizore said when he threw it. It skipped about three times, which caused Mizore to cheer on him, as he smirked, "Alright." But then he remembered something. "Hey, Mizore, I'm really sorry to cut this short but I really gotta go." She let go of his wrists and then he turned to see her frowning. "Mizore?"

"You want to go to that Buddy-Buddy club of yours? " questioned Mizore. "Or rather… you want to see that girl, don't you?"

"That girl?" Ben blinked. "Are you talking about Moka?"

She smiled placing a hand against his cheek, "But don't worry, I've taken care of her and soon you won't have to think about her ever again…"

* * *

**Newspaper Club**

Moka was in the club room, snacks and drinks on the table, sitting in a chair as she waited for Ben. "He's late," she mumbled. "Where could he be?" But she remembered when he was hanging around Mizore, and sighed, "Maybe he likes girls like that." She looked to Ship, petting the sleeping Mechamorph, "Oh, Ship. What do I do? Ben's my friend, and it's his decision whoever he wants to date. So why do I feel like this?" She then heard the door slide open. Smiling, she looked up to see if it was her friends. "Ben?" Her smile fell when she saw that it was that girl in class. Mizore Shirayuki. "Shirayuki? But where's…"

"You can wait for him all day if you want to, he won't come, Moka Akashiya," said Mizore as she stalked towards Moka. "You are an eyesore."

Moka backed away in fear as she felt the temperature drop. "Shirayuki-san, what's going on? What are you doing here?"

"I think it's better for Ben and I if you just…" She lunged forward and grabbed Moka's throat, squeezing tightly. Moka struggled to remove Mizore's cold grip from her throat. "Disappear." Ship had woken up, and spotted Moka in trouble. He growled and charged inot action, only to get flash-frozen on the spot.

"Wha?" Moka mumbled, as she struggled to break free of her grip. "What are you…?"

"You're an eyesore," Mizore answered darkly as her grip slowly tightened, and stared at her with much intention to finish the job. "If you weren't around, Ben would be mine," her attitude then darkened as her voice dripped with envy at Moka, "Even when I'm around, all he ever thinks about is you. I won't forgive you… I will _never_ forgive you…"

'Wh-What's going on?' Moka thought as she began to feel her whole neck area go cold. Little did she know, but a small surface of ice began to freeze around her neck, and slowly crawl up her cheeks, 'What's with this girl? She's as cold as ice.' However, she wasn't about to let this girl just strangle her like that. She balled up her left fist, and shouted, "St-STOP IT!" and smashed her fist across her face.

Outside, Kurumu and Yukari were about to enter the room. That was when they heard the smashing sound from upstairs. Both girls looked up there in surprise as Kurumu asked, "Did someone smash through a window?"

Back in the classroom, both Moka, and a still frozen Ship, gasped and were in shock at what they were seeing at. The spot where Moka had slugged her, shattered and was as ice. Her hair, even though was light violet, had suddenly turned as hard as ice and just as clear, even with the shattered end of her head. Clearly, this girl wasn't human at all, as Moka squeaked out weakly, "Wha… what are you…?"

"Sorry, but I'm not the real Mizore," 'Mizore' apologized soullessly. "Though you've got to admit, it's a pretty good likeness for an Ice doll."

Moka's gasp and wide eyes got even worse now as Mizore let her right hand loose. "Now, Moka Akashiya," her hand suddenly shape-shifted into an ice blade, big enough to plunge deep into her chest, as she aimed for where her heart was, "…die quietly and just disappear from my sight. This way I can deliver my feelings to Ben Tennyson quickly."

Moka paled even more, until finally, with much winded effort, she screamed out, "Somebody… BEN, HEEEELP!"

* * *

**Back at the Lake**

"What do you mean?" questioned Ben as he backed away from Mizore. "What did you do to Moka?"

"Nothing…yet," said Mizore dangerously. "But she's not going to be a problem anymore."

Suddenly, Ben was thrown onto the now iced up lake with much force and effort. He slid across the icy surface, spinning around on his side. He tried to claw himself to stop on the ice, but it was no good. He only stopped on the ice as he slammed into a tree trunk that was floating on the ice, but now frozen in place. He groggily got up, but slipped a few times, until he was finally able to get on his knee as he looked up, "What do you mean? what did you do with Moka?!"

"I told you, nothing… yet," Mizore calmly said dangerously, and slowly made her way onto the ice, walking on it with the grace of an angel, "But she won't be a problem for us any longer."

"She's my best friend!" Ben shot out dangerously to her.

"I'm sorry, Ben, but you can't leave," Mizore said softly, "I can never let you leave me."

She walked along the white sheet of ice that was the lake, as suddenly, she began to transform. Large ice claws covered her hands while her hair seemed to turn to ice as well. An icy wind aura was all around her as she started to walk towards Justin, adding a slight mysterious side to her as she made her way to him.

"It won't due you any good to escape here," Mizore told him as he struggled back to his feet, "I'm guessing this is the first time you've seen a Snow Girl before. I can create and control ice of my own free will." Finally, Ben was able to get back up on his own two feet, as he was about to activate the Omnitrix on ready. When suddenly, ice shot around him, encompassing his feet holding him in place. Then suddenly, some of the ice around him, turned into copies of Mizore's upper torso, as the copies spoke to him, "I can even make copies of myself through the ice."

Suddenly, the ice began to slowly creep up him, slowly encompassing his legs. As this happened, Ben nearly started to lose feeling in his feet and legs, "This is not good!"

"Don't worry," Mizore smiled gently as she walked towards him, "It'll only hurt for a moment, then we can be together." as she strode to him, ice stalagmites began to from behind her with every step of the way. She then stood right in front of him; her gentle smile still present on her face, "Ben, we were destined to meet. Because we're both loners, we were destined to be together; that's how we met." the Ice began to form around his chest, as Ben continued to struggle even more, as Mizore brought up one of her ice claws, and lightly traced his cheek, "We'll be able to understand one another; we'll warm each other's frozen hearts."

"Damn it," Ben muttered to himself, as he tried to activate the Omnitrix. But he couldn't, as his hands were frozen in ice at the moment.

"You sure are persistent," Mizore smiled as she traced her claw gently and caressingly on his cheek, "But as long as your body's frozen, you can't go anywhere." She then looked into his eyes, as the ice slowly began to cover his face now, and a look of longing was shown on her face. "You're the only one for me… so that's why… please be mine."

"BEN!"

That shout of a familiar vampire girl got both teens' attention, as they looked from behind Mizore to see where it came from. There, flying at them at top speed, or at least the best way that she could, was Kurumu, transformed into her Succubus form, carrying with her Yukari, and a still alive Moka. In truth, Ben couldn't have been any happier, as she shouted out to him, "Ben, hang on! We're all coming!"

"Moka!" Ben shouted out to her, happy as ever.

However, that happiness wasn't shared as Mizore seemed confused by this, "But how? My clone…"

"Was pretty much shattered," Kurumu shouted back, sounding pretty proud of her work. "We heard some sort of shattering sound, and then Moka's scream. Luckily we got there in time to shatter your clone," but then she turned to the side, as she grumbled with frustration, "Unfortunately, I had to use the cookie plate. Now all my love-laced cookies were destroyed. All that hard work for nothing."

"And I wouldn't worry about Ship," Yukari proclaimed, "He's thawing out at the moment."

Mizore's eyes squinted with silent rage and determination as she declared, "I won't let you separate us. Don't you dare hinder us!" she then stretched out her arms outward to the sides, and shouted, "DISAPPEAR!"

And suddenly, two walls of ice stalagmites shot out and stretched out to them, nearly piercing them in the process. But the girls were faster, as Kurumu was able to dodge the spikes with ease. Until she ran into one of them, well Yukari slammed into one of them, causing the trio of girls to come falling down on them. Luckily, they crashed into Ben, freeing him as he was sent sliding down the other end of the ice.

The girls were a bit strewn a bit, as Moka tried to get up. Then suddenly, Mizore crouched down and grabbed Moka by her hair forcefully, as she grabbed her hand, attempting to break the Ice girl's grip on her. However, Mizore's icy glare prevented her from breaking free, as she hissed at the vampire girl, "Why should I give my Ben to an eyesore like you," she then lifted her free hand, allowing the ice claws to grow and sharpen to dangerous blades as she flexed them, "I'll kill you, here and now. So please, die this time, okay?" Moka paled at this, unable to summon her power at this point as the Snow Girl lifted her claws, getting ready for the blow, "Now die!"

"Wait, don't!" Ben shouted out to her, stopping Mizore in her spot, as he slowly got back onto his feet, "Don't hurt her!"

"But I have to. Why are you defending her?" Mizore asked, unhinged but seemingly innocent in her decision, "If it's you, then you should understand how it feels to be lonely, just like me."

"But that's just it, I'm not lonely," Ben finally answered.

"But, Ben…" Mizore whispered, feeling pain in her heart as she was close to tears, "I thought… I thought that you of all people, would've understood me." She then looked at him, with a tear going down her cheek, and suddenly freeze up, "Don't tell me… you're rejecting me? You don't care about my feelings?" she shivered a bit, unable to cope with the feeling of rejection, until finally, she shouted out to the sky, "BEN, WHYYYYYY?!" And allowed her claws to come slamming down towards Moka.

Suddenly, in a flash of black and blue, Moka disappeared, when Mizore slammed her claws into the ground to where Moka was supposed to be at. But then, to her surprise, she was gone, as she only slain the after image. When Moziore realized this, she noticed the tracks that had been left to where the blurs originated from. She followed them, to see only a figure, holding Moka in his arms.

It was none other than XLR8,, holding Moka in his arms, looking rather heroic. The Kineceleran smirked at her as he winked, "So who's your hero, eh?"

"Ben," Moka smiled.

Suddenly, they were bombarded by a huge ice storm, that nearly caused the happy moment to go bye bye. The storm was coming from Mizore, as her left hand was held up in the air. Circling around her palm were icy winds and snow, blazing into a whirlwind of a snow blizzard. As the winds blew, creating immense and intense cold and snow, Mizore pointed out, speaking clearly through the winds, "You made a big mistake in getting in the way of my romance. For that… you can all just die in a block of ice!"

"Then allow me to bring on the Big Heat for you," XLR8 pointed out as he let Moka down, and tapped the Omnitrix symbol.

In a green flash, Ben's entire body was covered in red stone. The creases in between glowed brightly with heat. His face was turned to red stone with yellow flames rising from it. His hands swelled to a bigger size, meant for battle. In the centre of his chest was the symbol of the Omnitrix.

"Heatblast!" the fiery alien roared as he thawed out of the ice that tried to cover him.

* * *

**Omnitrix Encyclopedia**

**Heatblast A.K.A. Pyronite**

_These people hail from the star Pyros, which isn't a planet but more of a still-living sun. They are a magma-based life form that is capable of manipulating fire and temperatures to do whatever they want. They can even fly using thermal energy to propel them along. However, they are riddled with weaknesses. They are extremely vulnerable to water and other such fire extinguishing materials. They are also unable to lower their body temperature which makes it impossible to touch almost everything outside of their home planet._

_However, they have an amazing transformative advantage. If a Pyronite catches a cold, their symptoms and body temperature drop down to subzero degrees, and the flames on their bodies become electric blue. And instead of fire, they will shoot out ice and cold blasts._

_And on a fan-based note, Heatblast was the first alien form Ben turned into once he obtained the Omnitrix._

* * *

"Too hot," Mizore mumbled as she shielded her face from the heat radiating off her target. Yuki onna were very sensitive to high temperatures. In other words, beings like Heatblast were something out of a nightmare for her.

"And it's about to get a whole lot hotter!" Heatblast growled as he flared, making his fire even larger. The high temperatures were causing the ice to crack all over the lake.

"Nnn!" Mizore gasped, backing away from the heat. "Stop it."

Waving her hand, Mizore sent waves of ice at the flaming Pyronite, hoping to extinguish his fire. Heatblast wasn't having any of that. Pointing his hands, he fired two continuous streams of fire. The two opposing elemental forces hit each other, creating a huge cloud of steam.

"Too hot, too hot," Mizore trembled as she recoiled from the steam. She knew that Ben could choose his form, but she never expected him to be able to take such a terrifying form such as the fire monster in front of her.

"Ben, please stop!" Moka cried out, "She can't handle the heat!"

"The heat? Seems a little on the cool side to me," Heatblast commented as he walked through the cloud of steam. Mizore trembled and tried to shield herself from the heat radiating from the alien in front of her. "Oh, sorry." Heatblast stated, realizing that not only was he beating her, but hurting her as well, "I'm so sorry, I didn't mean…"

"Just leave me alone," Mizore whispered out, until she finally looked up, with tears streaming down her cheeks as she shouted, "ALL OF YOU JUST LEAVE ME ALOOOONE!"

And with that, a huge whirlwind of snowy wind encircled Mizore, and in an instant, she disappeared without a trace. The teens were a little confused by this scene, until they all heard a cracking sound from beneath them all. And then suddenly, the ice under their feet gave way, and they all took a dip in the ice water.

* * *

**Later On**

**The Next Day**

"A Snow Girl?" Ben asked in complete confusion.

It was yet another day at high school, with the whole Newspaper Club, minus Gin, sitting together. After the incident involving Mizore, they had all gathered together in case she tried to Ice Ben all over again.

Yukari nodded as she explained everything she knew about them, "Yep. Snow Women, or Yuki Onna, as they're called, hail from Japan mythology. They're known to always be women that appear in extreme snow blizzards, freezing wandering travelers and taking boys or men that catch their fancy. They're masters at controlling ice and snow, creating snow storms and blizzards at will. Although they do these things, they're not considered to be evil, they're more likely just extremely lonely."

"That girl that attacked us? Lonely?" Kurumu huffed at this as she crossed her arms, "I think crazy stalker psycho skank's the best description for her."

However, the look on Ben's face, was no longer one of fear, or worry of this girl attacking them. But in retrospect, it was one of understanding, for if anyone knew what it was like to feel completely alone… it was both him and Moka.

* * *

**Faculty Room**

"Where Mizore lives?" Ms. Nekonome asked curiously.

It was after class the following day and Ben was visiting the faculty room where most of the teachers got their paperwork done. It had been pretty easy to find where Ms. Nekonome's desk was. She was the only one who had cat ears sticking out from her head.

"Yeah" Ben nodded. "I'm worried about Mizore."

"Oh, how nice of you!" Ms. Nekonome smiled. "I know exactly where she stays so I can give you the room number. It's so nice that she's making friends now; I was pretty worried for her, considering no one's befriended her yet."

Ben dryly looked away, mumbling, "I guess there are reasons why."

"You sure you wanna do that?" asked a rough voice asked from behind.

Ms. Nekonome and Ben looked up to see who had been talking. They found themselves looking at a man somewhere between his twenties and early thirties, who was wearing track suit pants and a sleeveless shirt. His skin was tanned and he had red hair, but a dead giveaway of his appearance, were the dark circles under his eyes, almost as if the guy had trouble sleeping at night. He appeared to be someone who thought they were slick. There was also something in his eyes that Ben didn't like. For him, the look in his eyes just read: Scumbag.

"She's dangerous, you know," the man continued. "A really unstable girl."

"Kotsubo-sensei?" Ms. Nekonome blinked.

"I'm just saying she's trouble," Kotsubo shrugged. "You know why she was gone so long, kid?"

"She was sick, wasn't she?" asked Ben.

"That's the cover story," Kotsubo chuckled. "You see, she attacked a teacher, apparently for no reason. She just snapped all of a sudden."

"Huh?" Ben blinked. That didn't sound right. Sure, Mizore seemed to resort to violence, but only when there was a real reason. And from the way she acted around him, she was just lonely, and desperate to be accepted. She didn't attack for no reason. "Are you sure about that? Maybe it was a mistake?"

"Heck yeah I'm sure," Kotsubo chuckled. "You see, I was the teacher she attacked. Put me down for a while too."

Ben observed that he didn't look too badly hurt for someone trying to play off being injured by Mizore. He also seemed to be enjoying telling the story about how Mizore had attacked him. He was also leaving out a lot of detail from his story. Like where he was attacked and what he was doing there in the first place.

"She's escalating too," Kotsubo continued. "Two students were attacked last night. They got frozen in ice and looked cut up pretty badly. They might have died if we didn't find 'em."

"Huh?" Ben gaped. "But…!"

"No mistake, kid," Kotsubo snickered. "The ice was pretty unmistakable. There's talk of Mizore Shirayuki getting expelled since she's so dangerous."

"But…but, how are we sure it's her?" asked Ben.

"The ice," Kotsubo answered. "Who else could it be?"

"She can't be the only one here who uses ice," Ben tried to argue. "There must be…hundreds of monsters here. Mizore can't be the only one who uses ice." He knew this to be a possibility. With so many students here, Mizore couldn't be the only one to have ice powers.

"Ohhhh! That's a good point!" Ms. Nekonome gasped. "It could be someone else who uses ice. She's just the only one who we know who can!"

"And all this starts up the night of the day she gets back here?" asked Kotsubo with a frown. "Sorry, but I know a troublemaker when I see one."

"Well…it could just be a coincidence," Ben attempted to retort. "Weird stuff happens here all the time."

"You know…" another teacher, Ririko Kagome, spoke up. She had been overhearing the conversation. Ririko was a sexy teacher who wore short skirts and let her cleavage show. She was also incredibly beautiful with full red lips and always with a sway in her hips as she walked. "He has a point. Plenty of odd things happen out here with so many different monsters grouped together."

Kotsubo started to become agitated, "Hey, are you forgetting that she attacked me? Can we really let that go? The fact she hasn't said anything speaks for her guilt!"

"She won't talk to you," Ben answered. "Maybe she's afraid to for some reason. I might be able to get her side of the story."

"Oooh! You're right!" Ms. Nekonome smiled brightly. She quickly scribbled on a piece of paper and handed it over to the young American. "Here you go! I wish you success."

"Thanks," Ben smiled. He eyed Kotsubo for a second before he headed for the exit of the room. He was starting to feel that something was up and if he didn't do something soon, Mizore was going to get seriously hurt. As he was leaving though, Kotsubo was staring at his back with a frown.

"He's going to be trouble," he frowned.

* * *

**Girls Dorm**

**Mizore's Floor Level**

When he was young, Ben would often jump to conclusions and it was up to either Gwen or Grandpa Max to set him straight. He wanted to believe he was right and didn't listen to anybody else. After growing up he managed to learn how to listen to the perspective of others so he wouldn't be making such mistakes again. Now, as far as he could tell, Mizore wasn't a bad person. She was just lonely and misunderstood. He knew what that was like too so he could understand her.

He hadn't told the other girls that he was going to see Mizore. They would freak if he had so he decided to go at it alone. It was probably best that way. Mizore may not want to see so many people at once since yesterday.

Ben stood at Mizore's door. It had the name plaque 'Shirayuki' hanging at the front. "OK, Mizore, it's time we talked," he said to himself. His hand went to the knob but then he recoiled from the sudden child. "It's cold." Well, she was a yuki onna so it was probably normal for her door knob to be cold.

He tried again and it turned easily. "It's unlocked," Ben observed. He pushed the door open and an arctic breeze greeted him. The entire place was covered in ice. "Mizore?" He went inside and wished he'd brought a winter coat along. "Are you in here?" He explored the place and ended up in her living room. He heard a crack as he stepped onto something and looked down to see a framed photograph. He picked it up and despite the layer of ice covering it, he could see it was a picture of him.

"Guess she's been crushing on me for awhile," muttered Ben. "I gotta try and find her." He spun around… only to be greeted by Mizore with her ice claws pointed at him. "Mizore!" he nearly yelped out, but calmed himself down, as he sighed, smiling to her, "Oh man, am I glad to see you."

"Why are you here?" she asked bluntly, but dropped her claws, but kept them on, just to make sure he didn't flame her like last time.

Ben sighed, and took a deep breath, as he explained, "I heard about what happened the night after… well, you know." He didn't go through with that event, considering he knew she didn't like rejection that well. "About the two students that got frozen. One of the teachers said that you did it. I came here to get your side of the story." He sighed, as he looked to her, explaining the situation, "They're talking about expelling you."

"Expelling?" Mizore asked, not showing it, but deeply fazed by this.

"Listen, if we go to the faculty, and give them your explanation…" Ben explained, hoping to reason with her.

"I did freeze them," Mizore answered, her face lowered. If she had looked at Ben's face, it was total shock of the truth. But she sighed deeply, as she started to shiver, "But I wasn't careless about it; I was pissed off at first, but I realized what I did. I unfroze them and stayed to keep an eye on them, making sure they were alright." But then, she sniffled lightly, her ice claws disappearing, as she hugged herself.

Ben saw this action, and figured she was crying, "Mizore, what…?" he walked towards her, hoping to at least comfort her.

"JUST STAY AWAY!" she shouted, and looked up to him, with tears streaming down her face, "I honestly thought that you were the one, Ben. my soul mate: the one who could truly understand me. The other half of my soul." She then closed her eyes, in an attempt to make the tears stop, "But I was wrong. Nobody will ever understand me or accept me." She shook her head, until she cried out, "Nobody. Nobody will. NO OOOOOOOONNNNE!"

And when she cried out, a huge snow blizzard engulfed the room, blinding Ben to seeing her. Once it died down, he saw that she had disappeared from sight. He sighed, "This isn't gonna be easy." He then thought to himself, "Okay, where else did Ms. Nekonome said she likes to go." He thought about it, and then it clicked as he snapped his fingers, "I got it!"

* * *

**Curve Cliff**

Mizore was just standing at the edge of a cliff that was overlooking the large ocean-sized lake. It would appear that she was alone once again. Ben didn't want to see her anymore. Heck, she doubted anybody would want to see her ever again. She'd done some thinking. Maybe she shouldn't have attacked Moka and maybe she shouldn't have tried to freeze Ben. But, she was just so lonely and well he seemed the same way too. Too bad she was wrong; in the end, nobody would ever understand her. She hugged herself, allowing a single tear to drop from both of her eyes, realizing she would be alone forever.

"Well, well, well," she heard a voice. "Alone again, huh, Shirayuki? You always come to this spot when you're lonely." Mizore spun around and saw the gym teacher, Kotsubo.

"Kotsubo…sensei?" Mizore backed away from the grinning teacher.

"You know, it's funny what kind of card life deals you," he said as he approached her, grinning lecherously, "You said you liked me and then you attacked me."

"You were taking advantage of me; you were going to rape me," she defended. "I didn't like it."

"Well, nobody was going to believe you anyway," he said. "I mean it's a teacher's word against a student's." He finished, "That's why you were hiding yourself and now you're doing the same thing." He then lunged at her and pinned her to the ground. She struggled against him.

"Let me go!" she demanded.

"Oh, don't be like that," he licked his lips. "You did say that you liked… no, loved me, right?" For a moment, it seemed like strange bump growths were forming from his back, as Mizore looked terrified at him. "So whatever I would do to you, it wouldn't matter, right?" He asked her darkly, as a sharp tooth grin appeared on his face, as well as dark rings appearing on his already demonic growing face, "So let me have my fun, and nothing bad will happen… I'll make sure no one gives you any hassle ever again."

Mizore looked in shock at this teacher, as it processed in her mind, 'I see. So he's the one who spread those rumors.' The fury gone, she knew that no matter what, it was his word against her. 'I was such an idiot to ever have a crush on him, not knowing what he was like. That's why I can't trust anyone…' as the truth came into being, another tear to start her crying formed, 'I will always be… alone…'

Mizore's eyes closed shut, allowing another tear or two to shed, expecting the worse, and hoping it would be quick. When all of a sudden a large rock smashed into the back of Kotsubo's head. Mizore blinked and then looked up to see Ben.

"Stay away from her, creep!" Bens shouted.

"Ben?" Mizore blinked in confusion. He'd come for her?

"Mizore, get away!" shouted Ben. "I'll take care of this scumbag!"

Mizore nodded and was ready to run when all of a sudden a purple octopus' tentacle wrapped around her ankle and tripped her.

"Not so fast!" said Kotsubo as he sneered. His entire formed change and now he was in his true form of a Kraken. He looked to have an octopus attached to the back of his body with the octopus' head acting as cowl over his head and the tentacles swinging about. His own arms had turned into tentacles with suction cups, and he looked really pissed off. Especially at Ben.

"Mizore!" Ben shouted as he ran over, but then a tentacle smashed into him and sent him to the ground. Not giving up, Ben got up and ran to Mizore. He grabbed the tentacle holding her and pulled it off. "Get out of here!"

"You little bastard!" roared Kotsubo. His tentacles lashed out and wrapped around Ben's body. "I'll break your scrawny little neck for interfering with a Student/Teacher Conference!"

"Ben, no!" Mizore shouted.

Ben was slowly being crushed to death as Kotsubo's tentacles were squeezing the life out of him. The red haired Kraken who happened to be the school's teacher was trying to kill him. "I guess the rumors weren't as true as I heard about you, Ben Tennyson; you Gaijin monsters are so weak," Kotsubo sneered. "What's the matter, Tennyson, lost your breath? Let's see you transform into something that can get your way out of this one!"

"Screw…you!" Ben managed to utter.

Kotsubo's face curled into a mask of fury as he continued to crush Ben. "That's it! I'll just crush you ntil all your bones break, and all your organs squish out of every open orifice," he shouted, the tentacles of his body snapping around violently.

He would teach this damn gaijin how to respect his teachers. His plan was cut short when he howled out in pain, as a sudden chill froze his tentacles solid. They became brittle and with some effort Ben was able to break them and escape. The boy fell to his knees, as he attempted to catch his breath from being nearly crushed to death.

"Ben!" cried out Mizore, as she ran and knelt to his side. "Are you okay?"

"Sure," he gasped. "Never better. Now, Mizore, get out of here while I take care of calamari-face here."

Mizore looked regretful. Ben was trying to help her even after what she tried to do before. Now, it was her turn to help him. "No, Ben. I'm not leaving you," she defied his order. "He nearly killed you, so I'm staying to help." Her hand was pressed up on the Omnitrix and suddenly the watch-like device beeped to life. For a moment, the lens scanned Mizore's hand, glowing yellow for a moment, until it went green again. The two teens stared at it curiously and Mizore asked, "What's happening?" as she removed her hand.

The holographic display now depicted a figure wearing a cloak of some kind and resembling a phantom-like being. Ben had never seen such an alien before, but as Kotsubo was recovering and regenerating his tentacles, now was a good time as any to use it.

"Mizore, cover your eyes!" instructed Ben and she did as told as he slammed down his hand onto the Omnitrix. And like always, a big green flash appeared, and in Ben's place, a new form was in play.

"Big Chill!"

This new alien seemed to be hidden under a large dark blue cloak. All that could be seen of its body was a blue face with large green eyes and a mouth that looked like clenched teeth. Blue claws and feet were also seen coming out of the sides and bottom of the robe. He exhaled and gave off mist, indicating a chilly breath.

"Ha! You don't look so tough!" Kotsubo crowed.

"You're probably right," Big Chill spoke. "But I've learned all too much that looks can be extremely deceiving. And that even the simplest or lamest of beings can sometimes be the strongest."

That was when he unfurled his wings.

The cloak was in fact a large pair of blue moth-like wings. Big Chill appeared to be a humanoid, moth-like alien, whose wings and antenna could fold up into a hooded robe, giving him the appearance of a phantom. Big Chill's body was black with blue and white spots on his arms and legs that resembled ice chunks, a light blue torso and large green eyes, as well as a three grilled tooth mouth in the shape of a frown. He had three fingers and a thumb on each hand, and two toes on each foot, and a third toe-like extension on his ankles.

Big Chill wore the Omnitrix symbol on his chest.

"A snow angel," Mizore gasped, entranced by Big Chill's appearance.

* * *

_**Omnitrix Encyclopedia**_

_**Big Chill A.K.A. Necrofriggian**_

_These insect-like people hail from the planet Kylmyys. They are capable of folding up their wings, gaining a phantom-like appearance. They can fly at considerable speeds as well as breathe freezing vapors and turn intangible. Despite their frail appearance, they possess superhuman strength. It is not wise to cross one of these people for they have the means of making you regret it for quite some time…if you live that long._

* * *

Flapping his giant wings, Big Chill took to the skies. Kotsubo attempted to strike him with his tentacles, but to no avail. When he was high enough, Big Chill swooped down and started his attack on Kotsubo who lashed out with his tentacles. However, like a ghost, Big Chill just phased through them and once he did they were all covered in ice.

"Gack!" Kotsubo cried as he felt his tentacles becoming covered in ice.

"Too chilly, for you?" joked Big Chill.

"Ben!" Big Chill heard and turned around to see Moka, Kurumu and Yukari running into the scene. They didn't recognize Big Chill at first but they finally did when they saw the Omnitrix symbol on his chest.

Taking advantage of this distraction, Kotsubo lashed out with one of his tentacles. Big Chill was sent flying when it smashed into him. The girls gasped. He crashed and tumbled along the ground. His hand snagged onto Moka's rosario right before he landed on his back. As he rubbed his head, he raised his other hand to see the silver cross that hung from his fingers.

"Uh oh," Big Chill blinked. "Not again. She's not gonna like this fight." Like clockwork, Moka's vampiric aura began to flood the area.

"It's been so long since I've been out," said Moka-sama with a smile. Mizore was floored and Kotsubo was shaking. "An octopus? You brought me out to deal with an octopus?"

"Not my idea," replied Big Chill. "But now that you're here, maybe we can show this guy his place."

Moka-sama smirked. "Good, I like how you think."

"RARGH!" Kotsubo shouted as he lashed out with his tentacles.

"Move!" shouted Big Chill to Yukari and Kurumu. They obeyed but then started their attack. Yukari summoned a wash basin and slammed it on Kotsubo's head while Kurumu cleverly maneuvered around the lashing tentacles and cut them up with her claws. Moka-sama, however, had her arms crossed and side stepping each tentacle lash with ease. She alone didn't need help but Kotsubo just wasn't worth her time.

"Mizore!" Big Chill called and the snow girl stared up at the alien. "I need your help!"

She nodded and got ready. Kotsubo was distracted by both Yukari and Kurumu and leaving himself opened.

"Now!" Big Chill ordered.

And with that, he exhaled ice cold vapors from his mouth. But added to it, he threw out his hands, and shooting from them, beams of intense freezing cold shot out as well. Mizore fired a beam of ice energy from her hands too. Both attacks collided with Kotsubo and started to encase him in ice. Finally, he was trapped in a block of ice with only his head sticking out. He struggled but then looked horrified as Moka-sama strode towards him.

"Normally, I wouldn't deal with pests like you myself, but since I haven't had my fun, I think it would be good for me to stretch my legs a little." She shouted out, "Know your place!" before throwing a kick into Kotsubo's frozen form which sent him flying across the water before he dropped inside. Moka-sama scoffed and turned around. Big Chill had reverted to Ben and he was holding out the rosario to her.

"While I appreciate the exercise, I would prefer not to have to deal with a lowly octopus," Moka-sama sighed before taking back her rosario. "Although, I dare say you're doing almost too good of a job of protecting my other side. I barely get any fun these days."

"I'll try to include you in our next life or death brawl," Ben chuckled.

"Be sure you do," Moka-sama smirked. She then placed the rosario on the chain, returning her to regular Moka before passing out in Ben's arms.

Gin, meanwhile, was in the bushes with a camera in hand.

* * *

**A Few Days Later**

In the days after the fight, what Kotsubo did to Mizore was exposed, turning his reputation to mud. Under normal circumstances, he might have been fired, but after the thorough beating he had received, his sentence was lightened. Of course, he had lost respect with most of his fellow teachers. Those in the Newspaper Club were celebrating their victory and good deed.

"CHEERS!" they all cheered as they gave cheers.

"To a major scoop!" Gin smiled. He hadn't had such an incredible story since he first joined the Newspaper Club in his first year.

"And we have Ben to thank for it!" Kurumu smiled as she leaned against said American's shoulder. "Without him, we never would have found out about it!"

"But how did you know where to go in the first place Ben?" wondered Moka.

"Well, there was something about that Kotsubo guy that rubbed me the wrong way," Ben explained. "He seemed to almost be amused with telling how Mizore attacked him. He was also leaving a lot of details out of the story. Not to mention he was getting mad when I started defending her. So I called Gin and asked him to help me find Mizore."

"If there's one thing I'm great at, it's finding cute girls," Gin snickered. "When I got on the trail of Mizore-chan, I called up Ben and let him know. Of course, when we got there Kotsubo-sensei was already attacking. So Ben went to do the hero stuff and I decided to collect evidence."

"How noble," said Kurumu. But she raised an eyebrow, "But how did you know where to find…"

Suddenly, Ship was tagging at Gin's coat, causing photos to fall out of his pocket. Photos of girls either getting dressed, undressed, or completely nude. Gin sweat dropped at this turn of events, and then looked to Kurumu, Yukari, and even Ship, as they all glared at the werewolf boy. Suddenly, they all attacked him, making a small dustcloud of a battle between all four of them. Both Ben and Moka sweat dropped at this scene.

Ben smiled and suddenly sneezed as he felt a chill. "I think someone should close the window. There's a draft," he said

"That wasn't coming from the window," Moka said and she pointed at the door. Ben and the others turned to see Mizore at the door.

Ben blinked. "Mizore?"

Kurumu, Ship and Yukari stopped their attack on the battered Gin, and all backed away from the Snow Girl who entered. She now sported a shorter hairstyle. Standing up, Ben went to greet her, "Mizore, what brings you here?"

"Do you like my hair?" she asked.

He smiled, "Yeah, it makes you look cuter." She returned the smile.

"I'm glad to hear that," Mizore said as she hugged him. "I'd like to thank you again for before, for sticking up for me, my beautiful snow angel." He shivered at the contact.

"Hey, get off him!" shouted Kurumu but suddenly she was frozen in a block of ice.

"Mizore!" gasped Ben.

"Sorry, but old habits die hard," said Mizore. She then turned her attention over to a slightly recovering Gin, who was still on the floor, but she didn't release her grip on Ben. "Also, I wanted to join the club."

"You do?" Ben blinked. He and everyone else were surprised at Mizore's sudden desire to join a club.

"It's very lively and…I don't want to be alone."

"Well, welcome to the club!" Gin grinned, but winced from the beating he got. "We welcome anybody!"

Moka frowned, not liking how Mizore was hanging off Ben, but she knew what Ben was like so she allowed it. He was just too nice sometimes. Ben, however, was shivering as his teeth chattered due to Mizore hugging him. He would become a popsicle if this went on. But that didn't stop her from pouncing on him, startling both Ben and Mizore.

She then opened her mouth, exposing her fangs, and, "CHU!"

"Ack!" Ben groaned, "Getting frozen and having blood drained. Not my idea to end this day!"

* * *

**Next Chapter: Strengths Put to the Test; the Rath of Ben**


	13. The Rath of Ben

**Author's Note: This chapter's been re-edited, with a lot of help from ****Masamune X23. Thanks, dude.**

**Ben 10 Alien+Vampire**

* * *

**Chapter 13: Strengths to the Test; The Rath of Ben**

* * *

**Ben's Dorm Room**

Moka was over in his room, helping him out making a special Japanese lunch for the American student. While they were working on it, Ben noticed Moka, wearing an apron. She was wearing a loose black shirt that exposed her cleavage, as well as the rosary seal, and a black miniskirt, but it all paled in comparison with the apron look. In truth, he may have seen his mom wear one when she was working on a meal, but with Moka… she made it look good.

Moka caught him looking at her, and looked away, as she blushed a little, and giggled, "C'mon, Ben. Stop looking at me like that. It's embarrassing."

Ben shook his head, as he gulped, "Sorry about that. Got a bit distracted." The two just had an awkward laugh to one another, as they prepared to finish the meal.

Afterwards, they sat down, along with Ship eating a bowl full of batteries, and ate together. As they ate, Ben just had to wonder, eating together like this, just the two of them, with no one else around. 'Isnt this like how a couple usually spend their time together,' he thought to himself, but shook his head, as he sighed, 'Keep dreaming, Ben. face the facts: the only way she's intimate with you is when she sucks your blood. Either one.'

But his thoughts turned towards the Inner Moka… the supposed real Moka. On their supposed mock-date, they had actually spent an entire day together, without the other killing the former. It was really odd though, the Inner Moka didn't really like to socialize with anyone. Maybe she thought of it as a sign of weakness; that the more time she spent out, the more… normal she'd be. like she and the Outer Moka started merging together as one. As he ate the rice, he kind of had to wonder, the whole time at Youkai with the silver-haired Moka, with the heart and kindness of the Outer Moka. Would that be so bad? He shook his head just trying to shake it out; the last thing he needed to do was mull over that the rest of his high school life.

"Ben?" Moka asked, snapping him out of his train of thought, as she asked, "Is something wrong?"

He shook his head, "Oh no, it's nothing. Just clueless boy thoughts." He then took another bite, but then cocked an eyebrow as he looked to the rice, "Um… Moka? The rice. Is it supposed to taste like herbs?"

Moka blushed in embarrassment, as she giggled nervously, "Sorry about that. Don't forget, regular water drains me, so I added a few herbs and spices to the water. It made it easier for me to handle, and made the rice taste better."

Ben smirked at that, "You got that right."

As they ate, Moka seemed a bit worried, as she asked, "Ben?" His attention was to her, as she asked, "The other me, the Real Moka… I think she might be mistaken when she thinks you're weak."

Ben sighed, as he decided to clarify, "Moka, I already explained it ot her, even though she believes different…"

"I think you have a very strong will when it comes to your aliens," Moka finished, almost blushing right at him. "I mean, from what you told the Inner Me, if you stay in Alien form for more than ten minutes, you'll begin to get possessed by that alien's personality." But then she looked at him, amazed, "But you said once you gained control on that. Even if it was only for a few extra minutes."

Ben bashfully shrugged, "Well, um… I had help from my cousin."

Then Moka reached out, holding his hand with hers, and smiled, "You have friends who can help with that. Even when your family's not around."

The two just smiled to one another, and continued to eat together.

* * *

**The Next Day**

**Youkai Academy**

**Shoe Lockers**

The day started out as it always did, with the students getting ready for another fun-filled school day. However, there was gossip going around, about how much livelier it was this year. As well as recent battles on campus, with one person in particular, aside from Moka Akashiya. The person who was the most topic, was Benjamin Tennyson. A conversation that was going into great detail with a few of the girls.

"Did you hear? Tennyson took down Kotsubo," one guy said, talking to the others around him.

"No way," another boy rumored out, "Yeesh! He's pretty tough; I even heard he took down Yukari's Class Rep and his goons."

"That's not all I heard," a female student, "He even faced against Mad Dog Gin a while back, competing for Moka's heart."

Even more rumors began, "Moka? As in Moka Akashiya? I thought he was going out with Kurumu Kurono. She's always boob-pressing his face."

"Nah, he's going out with the Ice Princess, Mizore Shirayuki." And more and more rumors spread about Ben being the toughest fighter of Youkai Academy. As well as the luckiest guy to hang around the hottest girls, or have them hang around him with no strings attached.

In fact, one guy in the shadows, weighing in dumbbells was getting pretty interested, or rather, heated up to take this guy down. "Tennyson…" the figure growled, "I don't care how tough you are, I'm takin' you down a peg. And be called the strongest."

* * *

**Newspaper Club**

"PLEASE, BEN," Gin was on his knees in front of a sitting Tennyson, "YOU GOTTA LET ME GET AN EXCLUSIVE!"

"Gin, I told you already, no," Ben shot up from his seat, standing on the desk to avoid the wolf boy's advances to him. "I just don't want that attention."

"But I do!" Kurumu suddenly appeared glomping his face into her boobs, as always. "Please, Ben. if you won't do it for the paper, do it for me. Please?" She pouted a little, "I mean, it's only fair considering you took Moka out on that mock-date, and she's always going into your room for studying. So fair's fair, Ben."

Gin suddenly shot up, PO'ed as he scolded Ben, "MOKA'S BEEN IN YOUR ROOM? UNACCEPTABLLLLE!"

KLONK! DONK! SLAM!

A trio barrage of wash pans slammed hard on Kurumu's and Gin's head, knocking them both out to their senses. As they were recovering, Yukari popped up, with her wand in hand after the save, "Hey, back off him, you Milk Cow! You too, Enemy of all Women! You're gonna suffocate him again! Do you want him to die?"

"Thanks, Yukari," Ben sighed in relief, but was tackled in a hug by the little witch.

It seemed like she wanted to know more about his past as she begged him, "Well, as a reward, how about telling us all about your past. Aside from Moka, we don't know a whole lot about you. Really."

"I wouldn't mind knowing more about you, Ben," Mizore suddenly spoke out… from under the desk.

Everyone was startled by this sudden appearance, as Ben gulped, "Mizore! Did you have to spook us like that."

"Sorry about that," Mizore apologized, but then blushed a little, "But seeing that our relationship's gotten much better, I think you can call me your little Snow Bunny."

Ben sweat dropped, as he asked, "Snow Bunny?"

Mizore cooed as she blushed, cupping her cheeks to hide it, "Aaah that sounds amazing, Ben."

But despite all the comedy going around, the rest of the girls, including Gin, wanted to know more. So they tried and tried to break him, he kept trying dodge the questions. Until they cornered him, literally, and begged him constantly to tell him more about himself. He was on the verge of dodging out of it, until Moka joined in, and pleaded, "Come on, Ben. please? There were some things you never told me, like where you lived, or aobut your parents."

"Good question," Mizore pointed out, "I'd like to know more about my future in laws."

"No, they're gonna be_ my_ future in laws! You snowy stalker skank!" Kurumu shouted.

"COME ON, BEN. PLEASE?" Everyone pleaded, including Gin, whose puppy dog pout was getting the better of Ben. it even added the effect to most of the girls' teary eyes as well.

Finally, after much deliberation, Ben finally sighed in defeat, "Okay, where do I begin."

Ben and everyone sat down, as he gave them basic information, while leaving out some of the more, paranormal events and details. His hometown was Bellwood, Illinois, and most of all of his family lived there. His parents were Carl and Sandra Tennyson, Carl having a brother named Frank, who was the father of his cousin, Gwen Tennyson. The two were born on the same day, so they both shared birthdays, which was kind of annoying for the Tennyson boy and girl. He then said that his Grandpa was named Maxwell Tennyson, though he never knew who his grandmother was. Although her past remained a mystery, his grandfather's wasn't. When he was at the age of his late teens, he was drafted as a jet pilot for the Army Rangers. But soon later on it was revealed that Ben told them that his Grandpa Max had been an astronaut and would have been the first man on the moon, but left the program before the Apollo Moon mission in NASA. That in turn, caused everyone to stop in their tracks, and looked to Ben in complete amazement, and shock.

Now the real questions would soon begin on that.

Yukari nearly ran into Ben's face, as she went all starry-eyed, asking, "Your grandfather was part of the Apollo Program? He would have been the first man on the moon?"

"Yahoohoo!" Kurumu ran up, glomping him from behind, as she smooshed her boobs on his back, as she embraced him like crazy. "I didn't think your family had a famous celebrity! I can't even believe that your grandfather was to become the first man on the moon!"

Mizore smiled as she rested her head on the desk, looking at Ben, "Who knew you'd be related to a celeb, Ben."

"Yeah, I bet," Gin grumbled, who couldn't believe this American foreigner had a famous man in the family to one of the greatest feats in astronomical history. But then one tidbit of info that Ben mentioned made him curious, "Wait. You said your grandfather was nominated to be on the Apollo Project… but then left to let Armstrong take his place." He cocked an eyebrow as he asked, "Why would he just go up and leave a huge opportunity like that?"

The girls were all silent, waiting for an answer, as was Gin, to hear Ben's response. But Moka remained the only one not quizzical, considering Ben had told her of his grandfather's former profession before he retired. Ben just stood up, and sighed, "He… had priorities to take place on. Other callings than being famous." And walked away, leaving the others standing there, confused.

* * *

**Outside**

**Lunch**

The lunch bell had rang, meaning everyone was having lunch at that time. The newspaper club were all outside, eating together, considering it was such a nice, sunny, yet cool afternoon. The perfect place to eat outdoors. Though while together, they didn't take the need to press on for Ben for an answer as to his grandfather's personal choice. They just left it at that, and awaited for a time for him to tell them on his own. Gin, however, had other priorities… like taking pictures of the girls from the swim team… in the showers. However, the girls were all preparing for something big: box lunches.

The first time they had done this, they had nearly swarmed Ben, and he had to turn into that cute little creature, Upchuck. Howver, this time it would be different. Hopefully, he would pick at least one of them. Even Mizore seemed to have a box lunch all made up, even while she hid behind a bush.

Moka's was even made up, as she looked at it, and smiled, 'This time, I'm sure he'll eat it. While not as Upchuck.' She turned to face Ben, whose back was turned to everyone, and walked over. "Ben," she smiled to him, oblivious as to what he was doing, "I made you a lunch today. I was hoping we could eat it together." But she didn't get a response, as she looked to him, hard on concentration fiddling with the Omnitrix dial, "Ben? What are you doing?"

"I've been trying to unlock some new forms, just by going on combination dialing," he explained, as he looked to her, "I sort of did it by accident the first two times, unlocking both Cannonbolt and Wildvine. But when it came to Upchuck and Way Big, they were unlocked by a combination of the dial at different turns. Kind of like the combination of a locker lock."

Interested in this, Moka asked, "Have you found any new ones yet?"

Ben shook his head, "Nothing ye… wait a minute!" He stopped at a new face on the dial. It appeared to a buff humanoid tiger, with one claw shooting out of its knuckles on both hands. Ben cocked an eyebrow at this, as he shrugged, "It looks like a cross between Wolverine and Tigger, but both on serious steroid addiction."

Moka had to nervously chuckle at Ben's choice of words on that, "Uh, yeah. I guess so." She then held her lunchbox out, as she got Ben's undivided attention, "Hey, Ben… um, seeing as how you don't really have a lunch on you." She seemed to blush a little, as she and Ben went eye to eye to one another, "Well, I made too much for my lunch, and well, I… would you like to share mine with me?"

Ben was a bit surprised, but smiled at the gesture, "Well, I did kind of forget to buy lunch. Sure, why not."

"No, Ben!" Kurumu bumped in, as she held her lunch out. "Eat with me. I'll personally feed you myself." She stuck a cookie in her mouth, and nearly gave it to him, mouth to mouth, "C'mon, Ben. please?"

SLAM!

Another dishpan slammed onto her head, knocking her out cold. Yukari popped up, holding her lunchbox, "Now, Ben. you need your strength, so I whipped up a newer and healthier lunch to give you the pep you need."

WHOOSH!

In a frozen breeze, both Moka and Yukari were frozen together, as Mizore shyly hid behind them. A startled Ben, finally calmed down a bit, as she held up a snow cone, and innocently blushed at him, but it didn't overcome her snow white skin glow. "Ben, I made us a snow cone. Cherry and apple flavored." As Kurumu, Moka, and even Yukari got up in time, as Mizore made her move, "If you want, we could eat it together. With the same spoon."

Ben looked confused as he asked, "Together? The same spoon?"

She nodded, her blush looking to melt her as she looked away, and side-glanced to him, "It'd be just like… indirect kissing."

"NOOOO!" all three girls shouted, as they tried to pounce at the snow girl's attempt to steal a kiss from the boy of _most_ of their affections. But by most, it was Kurumu and Yukari, and a still-indecisive Moka, who wasn't sure if he and she were still friends, or becoming more than that.

"TENNYSOOON!"

The five stopped doing what they were doing, and saw a whole bunch of guys dressed up in karate outfits. Their leader, looking to be a sniveling weasel guy with a helmet hairstyle, and some kind of clown face paint under his eyes. He even laughed like a sniveling weasel, as he looked to Ben with a pair of squinty eyes, and declared, "Tennyson! We of the Youkai Karate Club… challenge you to the title of Strongest Student in School!"

The girls all jumped back, as did Ben, from that declaration, as he gulped, "What? Why?"

"It's because of your stinkin' reputation," Mole boy shot back. "It's unfair for some Gaijin wannabe nobody to just pop up and be as strong as you. Let alone to have so many powerful forms!" he clenched his fists, as he sneered, "However, if we beat you, then the title Strongest will be all ours! And the Karate Club will truly be undefeated!"

Ben just huffed, "Look, I'm not gonna fight you guys for something as pointless as that."

He turned away, but stopped as Kurumu shouted, "Yeah, because you're not even worth his time! He'll wipe the floor with you schmucks anytime, anywhere, in any shape or size! Ben's too busy to be bothering with the likes of you!"

The Mole boy just smirked, as he looked to Ben, and taunted, "Oh, really? Or is it that he's just a lilly-livered excuse for a coward? A real man would stand his ground and fight, not turn away with his tail between his legs. I bet he doesn't even stick up for his friends." And then grinned evilly as he hit the nail in the camels' back, "Whom we're so gonna pounce over and do this and that, considering he can't do a thing about it and just run away crying for mommy."

The girls, including a fuming Moka, were gonna go ape-crazy on these, guys, as Kurumu's claws shot out, "Why you…?"

But a blur past them, as Ben ran towards the Karate Club who charged at him. Ben activated the Omnitrix, as he scrolled to his newest discovery, and sneered, "Good, I needed an excuse to test this guy out. GOING HERO!" And slammed on the lens, activating the transformation, as a green flash erupted.

"RATH!" The alien shouted out, as the green light dimmed down, revealing the new form Ben turned into.

The alien was about nine feet tall and resembled an orange and white bipedal tiger with one massive black claw coming out of each wrist and no tail. He wore a white wrestling ensemble that would be seen in any high school wrestling team, without the shoulder straps, and white armbands around the forearms, all with black trimming. He was also very muscular and has green eyes. He bore the Omnitrix symbol on his chest where the wrestling outfit lies on.

* * *

**Omnitrix Encyclopedia**

**Appoplexian AKA Rath**

_Appoplexians__ are a species from the planet __Appoplexia__. Appoplexians value emotional openness: if an Appoplexian has a feeling, they express it. Generally, the feeling is a blind rage. Appoplexians take great pride in their fighting skills. Appoplexians love to fight and have great appreciation for the best fighter. Instead of shaking hands when they meet, they engage in a wrestling match until one is established as dominant. Appoplexians believe any problem can be solved by hitting it. An Appoplexian's addiction to violence leads them to be quite dim, forgetting things and being easily distracted. Appoplexians are prone to referring to people by their full title, as well as beginning a conversation with "Let me tell ya somethin'!" Appoplexians have animistic tendencies, such as growling, roaring and relentlessly seeking food when hungry. Appoplexians are prone to mixing up metaphors. Appoplexians can always remember things relating to fights or battle techniques learned.__Appoplexians have immense strength, as well as being durable enough to withstand a powerful laser or missile at point-blank range without a single scratch. __Lasers don't scratch. They burn. The claws on their wrists can extend and by stabbing the ground, they can create a powerful shock wave._

_The Appoplexian's brains are hardwired for aggression and as such, Rath's only known weakness is his lack of intelligence and highly aggressive temperament. This causes Rath to become easily distracted and difficult to stop once he starts fighting._

Rath charged at the Karate Club, only to get stopped in his tracks. He looked down, and saw with his eyes, the Mole boy, literally digging out from the ground, with mole claws. The boy snickred as he taunted, waving his tongue out like a pervert, "You fell for our trap! You charged forward like an idiot and now you'll die. Good job, you stupid ugly Gaijin! HAHAHAHAAAA!"

Rath cocked an eyebrow, as the Karate Club pounced at him, "ME, UGLY? THAT'S IT!"

The club pounced on him, beating the living daylights out of him… or at least that's what the girls thought. Moka looked in shock, as she shouted, "Ben, no!" She attempted to run towards his direciotn, until Mizore stepped in front, blocking her, as she shot back, almost feeling betrayed, "Mizore! What are you doing? We have to help him!"

"I don't think Ben needs our help," Mizore replied, as she pointed to the pummeling karate club pile. "Take a look."

The karate club continued to kick and punch, all cluttered together like a phalanx. Until, suddenly a loud roar was belched out, as they were all tossed aside, with a steaming hot headed Rath. He looked down at the Mole Boy, who disappeared into the ground, wetting his pants. The club members charged against him, but the Appoplexian was ready this time.

He grabbed one of the tables, and knocked three of the karate club members out, as he shouted, "LET ME TELL YA SOMETHIN', YOUKAI ACADEMY KARATE CLUB!" he then smashed another two members with his left hand, first by grabbing one guy by the face, then smashing him face-to-face with the second guy, and then head-butting the first guy, knocking them both out, "YOU DON'T CALL SOME HANDSOME STUD LIKE MYSELF UGLY JUST BECAUSE HE'S FROM ANOTEHR COUNTRY!" two others tried to get him from behind, but he back flipped over them, grabbing them by the necks, as he shouted, "BACKWARDS, FACE-DRIVER!" And threw them over his head, smashing their faces into the gorund, knocking them out could. "AND YOU CERTAINLY DON'T THREATEN MY FRIENDS LIKE THAT EITHER, GOOFY MOLE BOY CLOWN FACE!"

"Goofy?!" the boy shouted as he shot out of the earth, and attempted to take the human turned Appoplexian down. He landed on the ground, on all fours, as his red demonic eyes flared up, and his mole claws flexed into the earth, "I may be a Mole Monster, but your puny lone claws aren't a match against my own!"

"YEAH, RIGHT!" Rath shouted, unsheathing his claws out further, pointing at the Mole Boy, "YOU MAY HAVE MORE THAN ONE CLAW, BUT YOU KNOW WHAT THEY SAY: THE BIGGER THEY ARE, THE HARDER…" But he got smacked away by the Moleman, as he was sent flying at the girls.

And in freakish turns of events, or just dumb luck, Rath knocked off the Rosario, unleashing the Inner Vampire within Moka. But he didn't seem to notice the red aura flashing alive, as he got up, and stared down a seemingly scared Mole Boy, as he groaned, "Ugh, Rath doesn't remember how the rest of that went." But he shook his head, clearing it, as he shouted, "THE BIGGER THEY ARE, THE HARDER THEY FALL! THAT'S WHAT RATH WAS GONNA SAY! AND THAT'S THE BOTTOM LINE, CAUSE RATH SAID SO…"

But his threat went unheard, as Moka-sama past him in a flash, skidded to a halt nearly six inches from the mole, and snarled, "Know your place!" and uppercut kicked him up to the sky, and was sent pummeling to the retreating Karate Club. She relaxed, as she huffed, "I was awakened for this. Benjamin, what did I tell you…" she turned, fuming as she was on the verge of scolding. Until she took notice of a sneering Rath, and for the first time in her life, looked in a bit of startled confusion, as she asked, "Benjamin?"

"You…" Rath began, his eye twitching angrily, "You took my fight from me."

Moka-sama, not liking where this was going, tried her best to calm the subject down, "Ben, calm down. It was just a fight." But Rath continued to growl under his breath, as he sneered, while she sneered back, "If you don't calm down right now, I ma…."

Suddenly, Rath tackled her to the ground, pinning her down with one hand to her throat. As she struggled to break free, Rath leaned in and yelled out, "LET ME TELL YOU SOMETHING, INNER/REAL MOKA AKASHIYA! YOU MAY BE TOUGH, YOU MAY BE SCARY, YOU MAY EVEN KILL ME, which may be the case when this is over… BUT NO ONE! AND I MEAN, NO ONE… TAKES MY FIGHTS AWAY FROM ME!"

Seething with anger, a red aura flared around Moka-sama, as she drill kicked him off her. She shot back up, as Rath regained his footing, and she unleashed a deadly barrage of kicks upon him, as she seethed out, "You were on top! AGAIN! KNOW YOUR PLACE!" Until finally, she unleashed a deadly kick to his jaw, nearly appearing to dislocate his jaw and his neck. However, shock returned to the vampire girl, as she saw him recovering, glaring at her, "H-How? That move should have disabled you…"

He suddenly, grabbed her by the ankle, in an attempt to toss her… until Gin showed up, transformed into his Werewolf form, snarling, "That's enough, Ben! Control yourself!"

Rath let go of Moka-sama, and grabbed him, as he snarled, "You want to fight me, Gin Morioka?!" And then tossed him into a table, "THEN LET'S GO!"

Ship suddenly appeared, and slorped onto his head, tightening until he formed a bubble of sorts. Yukari ran up and shouted, "You need a time out, Ben!" And held her wand up in defense.

Just as the others showed up, at the ready should the worse come, Rath continued to get Ship off his head. But he shouted to everyone, all muffled, "TIME OUT?! IT'S TIME YOU ALL TO LEARN THAT NOBODY CAN BEAT RATH AT…!" He then suddenly relaxed a moment, and asked, "Did I just use up all my air?" He then hung his tongue out of his mouth, and fell unconscious, as Ship blorped away from him, looking at the downed Appoplexian, as the green flash appeared, and left Ben unconscious back in human form.

The girls, plus a recovering Gin and Moka-sama, looked to the unconscious Ben, wondering what the heck had happened.

* * *

**After a While**

**Ben's Room**

Ben lay covered in a blanket, fast asleep in his bed. He stirred lightly, finally awakening from an unknown exhaustion that plagued him. His eyes opened weakly, as he took notice of the only light source illuminating the outer rim to his dorm bedroom. The distant chirping of Ship next to his bedside atop his desk alerted him, as finally his eyes came into focus. He looked around, half-asleep as he saw that he was back in his dorm room. And not alone, as Ship and a much calm Moka-sama looked to him, as she sat on the side of his bed.

He shot up, looking rather freaked out, as he asked, "Ah! Moka? What's going on? Why am I…"

"Calm down, Ben," Moka-sama reassured him, placing a hand on his shoulder. "You've been out for about three hours. Ship and I brought you back to your room after he had to knock you out."

"Knock me out," Ben asked, "Why? Didn't I beat the club?"

"You did, but you also attempted to attack the rest of us," Moka-sama explained, only furthering the boy's confusion. So she decided to explain it further. "When you activated the Omnitrix, you became something called an Appoplexian. When Ship and I brought you back to rest before the others could ask, we looked it up in the Alien life form Database. It said that Appoplexians are powerful, argumentative, and extremely aggressive. They believe all or any problem can be solved by hitting it. It also said they're not too bright."

Not liking where this little detailed explanation of his last transformation was going, Ben sighed, as he asked, "Is there anything else you'd like to point out."

"Yes," Moka-sama bluntly stated, as she continued, "When you were in that form, you barely could tell who was friend or who was foe, once you were pushed too far. He nearly throttled me, as well as break Gin in half when he intervened. That, and Yukari would have been seriously hurt, had Ship not managed to knock you out." She then took the rosary from Ben, who was starting to get the picture, "Unless you're so determined to put all our lives at risk, I refrain from using Rath ever again." And snapped the Rosario back on, as she fell towards Ben, who caught her as she reverted back to Outer Moka.

As he held her unconscious form, he had to wonder about what had happened.

* * *

**Afterwards**

**Men's Restroom **

Ben had left Moka to recover her strength in his room, while Ship kept an eye on her. As he washed his hands from what had to be the fourteenth time, he sighed deeply, 'And here I thought setting the Self-destruct off the Omnitrix was a dumb idea.' He frowned, looking at the running water, and then to the Omnitrix. However, as he was loathing in self-loathing, a huge shadow managed to creep up behind him, as he thought, 'Maybe I should refrain from using Rath, in case something like that ever happened again.'

"So you're the legendary Ben Tennyson, eh? Not much to look at."

Ben nearly jumped in surprise, as he whipped around, coming face-to-face… well, not as much, seeing as the fellow was nearly eight feet in height. The guy was dressed in blue sweatpants, the traditional uniform shoes, a white t-shirt that clung to his heavily muscled body, slicked back blonde hair, with a few strands dangling in front. But the odd thing was, even though he was probably buffed to the max a guy his size, he was lifting dinky dumbbells with a huge passion in doing it fast.

"You left yourself wide open for an attack, you pipsqueak," he huffed, as he glared at the boy, "I'm Chopper Rikishi of the Youkai Academy wrestling team. The next time you let your guard down, I'm gonna lock you in a cobra twist! Understand?"

Ben gulped, "Yeah. And um, your reasons for telling me that?"

"Because once we fight, I ain't gonna go easy on ya, small fry," Chopper shot out. He then poked on, "So the rumors true? About you bein' a tough fighter? The Strongest of Youkai Academy?"

"Uh, I don't know," Ben shrugged, "Maybe?"

"Maybe? MAYBE?!" Chopper shouted, but regained his composure, as he dropped one of his weights, letting it hit the ground. In the process, it left a huge crater, embedded into the floor. Ben gulped as he realized the exact weight in those dumbbells, meaning if this guy could lift that much, then Ben was in big trouble. "I've heard tons of rumors about your battles," Chopper explained, going through the list, "Saizou, the Class Rep of Sendo's class, Kotsubo, Ishigami, that lame Coalition Club, and all the other lame ass but strong schmucks: all beaten by you! Who's next, Kuyuo?!" His finger nearly went through Ben's face, as it was close enough to stab through, as Chopper's anxiety was getting the better of his calm, "The wrestling team of Youkai Academy prides itself on being the strongest. And you not being on the team, but being as strong as you are, it's an insult and threat to the Wrestling Code! You stealin' my opponents from me, taking the title 'Strongest', when clearly you're a scrawny soccer player… THAT AIN'T RIGHT!"

Ben held his hands up in defense, as he did his best to calm the situation, "Whoa, wait! Time out! If you want the title…"

"DAMN RIGHT, I WANT IT," Chopper shouted, raising his left hand in a chopping positon, as his arm and hand grew five times its regular size, as he held it up ready to bring it down on Ben, "AND THE ONLY WAY I'LL GET IT, IS TO BEAT YOU IN COMBAT!"

"You sure you wanna do that, Chopper?" a familiar voice spoke up, getting their attention.

There, both boys saw Gin, leaning on the door, with his hands in his pockets and smirked. "Gin?" Ben looked in surprise.

Chopper just snarled, "This doesn't concern you, Morioka."

"No, but it concerns you, though," Gin smirked, as he stood next to Ben, and patted him on the back, "He may not look it, but this doppleganger's got a huge arsenal of forms just waiting to snap you like a twig. Fourarms, Humongosaur, Diamondhead, Chromastone… all of them heavyweight champs that could knock the block off of ya. And now he's got a berserker named Rath." He cocked a cocky eyebrow at the wrestler, as he taunted, "You really wanna mess with that? Even though you've got no chance against the two of us?"

Chopper snarled at that, not liking that these two were rubbing it in for him. But then he smirked, "Oh, if that's the case… then Tennsyon doesn't care. I mean, after all he's just a coward."

Gin went bug-eyed in surprise, as he looked to Ben, who snarled, "Okay, Chopper! You're on!"

However, this challenge didn't go unnoticed, as from outside, peeking through the cracks, on a stalk eyeball, Ship had seen and heard the whole thing. He knew that one of his two masters was going to be in trouble. So he slurped away back to Ben's room, in the attempt to go warn Moka of the idiotic danger that Ben would get himself in now.

* * *

**School Roof**

On the roof of the Dorms, Ben and Chopper stood ready to battle one another. Chopper had to smirk at the cockiness that he had forced out of the American, but he also sensed something else. Hesitation. However, Chopper chuckled, "Alright, need convincing? Here's a little incentive." His body then bulged and grew, nearly to twenty feet, as horns grew on his chin, and an even bigger one grew on his forehead, with his teeth growing out of his lower jaw. His skin grew grayish and his forearms became monstrous, as did his hands, while his back was hunched over. After it was over, Ben had witnessed that this guy was a Mountain Troll, a monster built for combat, which explained why this guy wanted to fight Ben so much.

Ben cocked an eyebrow, and asked, "So that's your real form? An Orc?"

"I'M A MOUNTAIN TROLL, IDIOT!" Chopper shouted out, obviously offended at being called an Orc. "Orcs are mutilated to become warriors! Trolls are born for this stuff!"

Ben scratched his chin as he asked, "So after the fight when I'm done beating you up, you gonna cower under the bridge?" He then smirked, as an even better comeback came out, "Or just run off to grab a billy goat sandwich?"

Chopper snarled as he shouted, "QUIT JOKING AROUND, TENNYSON, AND START FIGHTING! OR IN ALL DID THOSE FIGHTS, DID YOU TALK ALL THOSE OPPONENTS TO DEATH!?"

Ben shook his head and huffed, "Alright, fine. I'll go serious on you. Here's a guy with serious muscle! "He slammed down on the Omnitrix, and in a big green flash…

"FOURARMS!" The Tetramand roared is he flexed his four arms.

"Interesting from the rumors I heard, that's the form you used to beat up Saizo who was on my list of opponents so once I beat it I'll have proved my superiority over both of you" Chopper said as he pumped his fists together in excitement.

Chopper and Fourarms charged at each other as Fourarms used two of his arms to stop both Choppers from using a karate chop from the sides while using his remaining two arms to punch him in the chest and send him reeling back slightly.

Chooper rubbed his chest from the hit. "Not a bad punch Tennyson but if that's the best you can do then you're even weaker than I thought" he said as he charged again.

Fourarms charged again as they engaged in hand to hand combat. As they fought Fourarms saw that Chopper was a tougher fighter than Saizo as he was physically stronger and more experienced from knowing some fighting moves however he had just about the same as Saizo which helped him keep up with his fast pace of attacks.

Chopper launched a jab which Fourarms dodged to the side and grabbed with two of his arms as he reeled his other two for a double jab but before he could Chopper lifted his captured arm and Forearms with it as he then quickly brought his arm down slamming Fourarms into the ground. The move made Fourarms let go of the captured arm as Chopper grabbed his leg and started spinning around but before he could throw him Fourarms pulled his other leg back and kicked Chopper in the chin forcing him to let go as Fourarms landed on his feet.

Chopper ran forward and used an elbow strike on Fourarms chest sending him crashing into a wall painfully.

Fourarms struggled a bit to get up after the hit as that last hit hurt a bit.

"Man I'm getting nowhere with this guy. Next time I see Gwen I gotta ask her for some more Karate lessons" Ben though as he pondered how to keep fighting.

"Come on Tennyson surely you can do better than this" Chopper taunted as he was hoping for a better fight.

"How about trying your hand at this!" Fourarms shouted as he hit the Omnitrix symbol as he was enveloped in light again as he changed forms into…

"WILDVINE!" The Florauna cried out as he stood tall and ready.

"Hmp! So you switched your form. This one had better provide a better challenge" Chopper said as he tightened his fists making his bones make a cracking sound. "Though, honestly… this one looks weaker than the last one."

"Not all strengths are muscle, meathead," he pointed out. Wildvine stretched forward as he used his arms to tie up Chopper's chest.

"What the hell Tennyson this is supposed to be a fight not a rodeo!" Chopper protested as he tried breaking out of his restraints.

"You fight your way and I'll fight my way" Wildvine said as he fired the seeds from his back as which exploded when they made contact with Chopper.

Chopper was getting angry at what he saw as a cowardly move as he shook of the pain he felt as he transformed into his true form growing larger in the process until a mountain troll was revealed. Using his new size he easily broke free of Wildvines restraints as he charged at him to attack while Wildvine was now on the defense using his agility and elastic abilities to dodge and stretch out of the way.

"Stand still and fight like a man!" Chopper shouted in anger from continuing to miss.

"I'm a plant now, so deal with it!" Wildwine argued back as he kept dodging until Chopper grabbed one of his vine legs and reeled him in where he hit him with a karate chop to his face as he was sent flying back but since his leg was still caught his body involuntarily stretched as he was then pulled back again and hit in the face again before being thrown to the ground.

"Urg" Wildvine grunted as he slowly stood up while feeling dizzy. He saw it had gotten dark all of a sudden and he looked up to see Chopper falling from the air as he crash landed on him delivering a full body slam.

Chopper got from the small cratter he made to see Wildvine looking partially flattened as he flashed green and Ben stood in it's place.

"That was not fun" Ben said out of some pain as he got up.

"You're a complete disappointment Tennyson I thought you were supposed to be tough with all what all those rumors said about you, but In the end you were just another chump" Chopper said angrily as he stomped over to finish him.

"BEN!" a feminine voice cried out.

Both fighters turned to see Moka running from the door she came into as ran towards Ben but before she could Chopper grabbed her with his enlarged hand. "MOKA!" Ben shouted. "Leave her out of this you creep this is between you and me!" he said with anger.

"So this is why your so weak. You're too busy playing with girls to train and fight me seriously isn't it?" Chopper growled out as he kept a firm grip on Moka. "Maybe if I get rid of her you'll be able to put up a better fight" he threatened.

"Don't you dare!" Ben shouted.

"Or else what, what're you going to do about it Tennyson!?" Chopper challenged.

Ben sneered at the troll's malice towards Moka, and huffed, "Alright, fine. I'll go serious on you. Here's one I've wanted to try out again. It's called Humongousaur!" He slammed down on the Omnitrix, and in a big green flash…

"HUMONGUSAU…! RATH?!" Rath looked to himself, realizing he had been transformed into the Appoplexian, one again, by the Omnitrix's design. He huffed, as he pointed to the Omnitrix symbol on his chest, "LET ME TELL YA SOMETHING OMNITRIX! RATH IS SICK OF YOU NOT WORKING RIGHT!" He sighed, as he groaned aloud, "It wasn't funny five years ago, and it's not even funny anymore..." He then shook it off as he looked to Chopper, and pointed out, "LEMME' TELL YOU SOMETHING, CHOPPER RIKISHI, BIG MOUNTAIN TROLL WHO WANTS TO PUMMEL ME! YOU MAY BE BIG BUT RATH… IS EVEN BIGGER!"

"Oh, really," Chopper cocked an eyebrow, as he stomped forward… showing he was now a twenty foot height compared to Rath.

Rath cocked an eyebrow, as he ranted yet again, "EXCEPT FOR THE PART WHERE YOU'RE TALLER AND HEAVIER THAN ME..." but shook it off, as he shouted, pointing his claw at Chopper, who was readying himself to attack the Appoplexian. "BUT THAT DOESN'T MATTER! 'CAUSE THE BIGGER THEY ARE, THE HARDER…" Chopper then suddenly, side-chopped Rath, sending him skidding on the ground.

"Ben!" Moka cried out, looking in fear of Ben, as she was still trapped by the mountain troll's grip. She struggled to break free, as she cried out, "Ben, please! Are you alright? Speak to me!"

Rath suddenly sat back up, and rubbed the back of his sore head, as he groaned, "Aww, I'm okay, Moka… but Rath doesn't remember how the rest of that saying goes." Once he was back on his feet, he then glared at Chopper again, as he shouted, THE BIGGER THEY ARE, THE HARDER THEY FALL! THAT'S WHAT RATH WAS GONNA SAY! BY THAT LOGIC, YOU, BEING BIGGER THAN RATH, IS A DISADVANTAGE! RRRRRAAAAAHHHHHH!" And charged forward for another attack.

Chopper tried to slash at Rather with his hand, but Rath dodged it easily. In fact, Chopper tried a dozen chop moves to get at the Appoplexian, but the orange blur didn't even get hit. Until finally, he skidded to a halt, and stopped one of Rath's block, holding it in place, as he snarled, "Let me tell you something, Chopper Rikishi, Wresting Mountain Troll-" But before Rath could finish, Chopper twisted his arm around, and pushed Rath away.

Chopper snarled, while still holding on to a struggling Moka, "Knock it off! And start taking me serious! Like you did with that Karate Club."

"Ooh! Karate! I'm gonna call you karate man! Can I call you karate man... karate man?" Rath started taunting Chopper, making the troll even madder than before, "Tell you what! I'll stand real still, like a stack of boulder boards, and you can meditate until you're ready to chop me in half!

Chopper growled, as he hollered out, preparing to slice Rath in half, "YOU ASKED FOR IT! I'M GONNA KILL YOU, AND THEN I'M GONNA KILL THIS BROAD!"

Rath's eyes widened in shock, as he asked, "You're gonna kill her! I thought you were just gonna hold her as a hostage!"

"Maybe before…" Chopper taunted, and then smirked with bloodlust in his eyes, "But women just make you weak! So I'll just do ya a favor and kill her… before I kill you."

Rath's eyes narrowed as he growled, "Killing. Moka. In front of me. Is. NOT. COOL!" He pointed right at him, and shouted, LEMME TELL YA SOMETHIN', CHOPPER RIKISHI! YOU WANNA PIECE OF RATH?! YOU GOT A PIECE! BUT YOU JUST BIT OFF AN EYE BIGGER THAN YOU STOMACH CAN CHEW!"

A small wind blew in from that awkward metaphor, as Moka and Chopper both looked a stupor on that. Chopper just cocked and eyebrow, and grumbled, "That made no sense."

Rath roared out, angrily, "I KNOOOOW!"

Chopper slashed at Rath with his cop, but then Rath caught it, as the ground beneath him slightly caved in, but kept his ground. Chopper nearly paled at this smaller creature's strength, as he shouted, "I LIED! YOU KNOW WHAT THE DIFFERENCE IS BETWEEN ME AND A STACK OF BOARDS?" He twisted Chopper's wrist, causing him to holler out in pain, and let Moka go, while Rath declared, "BOARDS DON'T FIGHT BACK!"

And then he threw Chopper over his head… and straight into the iron fence on the roof, as the force, cause it to break as he fell to the ground painfully.

"OH YEAH NOW THAT'S WHAT RATH'S TALKING ABOUT." Rath said before he turned to Moka "STAY HERE". And hopped off after him to finish the fight.

Moka just nodded immediately not wanting to get on Rath's nerves, as she remembered what happened last time her Inner Half did so.

* * *

**Down Below  
**  
Chopper was getting up after taking the large fall. He felt a bit bruised but fine nonetheless. He was so going to get even with Ben.

"INCOMING!" A voice from above said and Chopper cringed and quickly looked up just in time to Rath come crashing down on top on him causing a huge crater to be made as he was pummeled to the ground once again.

Rath stood up from Choppers chest as he pointed a claw at him "HOW DO YOU LIKE A TASTE OF YOUR OWN BODY SLAM CHOPPER, CAUSE LET ME TELL YOU SOMETHING NO ONE GIVES BETTER BODY SLAMS THAN RATH! YOU HEAR ME? NOBODY!" Rath shouted to the downed opponent.

Chopper meanwhile was now in pain as he felt like his ribs were bruised as Rath stood on his chest. He attempted to use his karate chop on Rath's legs but he jumped over it and then punched him in the face before grabbing his leg and throwing him out of the crater. Rath ran after his prey as he saw him get up and throw a jab which he caught in his palm before he kneed him in the chest causing more damage to him as Chopper coughed up a bit of blood as he clutched his chest.

Not stopping Rath gave him a giant uppercut to the chin that sent him airborne before he crashed landed and was unconscious.

"ALRIGHT CHOPPER LET'S KEEP GOING!" Rath said only to see Chopper not getting up as he went over and stood in front of him as ne kneeled down and grabbed him by the collar as he shook him.

"HEY I SAID GET UP WE'RE NOT DONE YET I WAS JUST WARMING UP SO GET UP AND FIGHT" Rath said as he got no answer.

"I SAID GET UP, COME ON I'M PRACTICALLY ASKING NICELY HERE" Rath said as he started to try and slap him awake.

"WAKE UP!"

_Slap_

"WAKE UP!"

_Slap_

"WAKE UP!"

_SLAP_

"WAAAKE UP!"

_DOUBLE SLAP_

"BEN THAT'S ENOUGH" Moka shouted out.

Rath stopped in his tracks, as he huffed out all the air from his lungs, and saw the knocked out Chopper still knocked out. He huffed, as he spat at the ground next to the troll, "Ah, you're not worth it anymore. Hope that got all the fight out of ya, ya loser." He then slapped the Omnitrix symbol, and in a green flash, Ben appeared once again.

He huffed, almost out of breath, as he nearly held his head, almost like he was suffering a headache of sorts. Moka ran over to his side, and caught him, as she asked, "Ben? Are you alright?"

Ben shook his head, groggily, "Yeah, I um… I'll be okay."

Moka smiled, "That's good. During the fight, you seemed more in control than before."

Ben thought about it for a moment, and nodded, "Yeah, I guess all I needed was to be as Rath for a little longer than usual."

"Knew that would work, Ben," Gin suddenly appeared, leaning confidently against a tree with his arms crossed, "Just like werewolves when we first transform: all that aggression, we gotta work it all out."

Both Moka and Ben frowned at this, as Moka nearly hissed, "You caused that fight on purpose?"

Gin shrugged, his smirk not fading away, "It helped in the end though, right?"

Ben frowned at this, as he brought the Omnitrix up, dialing in, as he hissed at Gin, "Gin… Rath would like a moment with you."

FLASH!

"LET ME TELL YOU SOMETHING, GIN MORIOKA!" Rath shouted.

But the only thing that was heard, was a squeak… from Gin, "Please don't."

* * *

**Next Chapter: Attack of the Cousins; Security Committee's A'Snoopin'**


	14. Attack of the Cousins

**Ben 10 Alien+Vampire**

* * *

**Chapter 14: Attack of the Cousins; Security Committee's A'Snoopin'**

* * *

**Youkai Academy**

**Location: Unknown**

In an undisclosed location, several black clad figures were seated with a projector shining upon a screen. The projector was showing an image of none other than Ben. Most of the figures in the room seemed to be less than interested in what was being shown. However, they had been asked to be there and they couldn't refuse from one of their own. Especially since their leader was also present. They couldn't refuse after hearing that.

"His name is Benjamin Tennyson and he's a foreign exchange student from America," a female explained. She was standing near the projector, manning its operation

An arrogant male voice snorted, "So? He's just a gaijin monster. What's so interesting about him?"

"This," the female continued to explain, showing slides of Ben in his various 'monster' forms. "It seems to me that this Benjamin Tennyson doesn't have a set monster form. He is able to shape shift into a variety of monsters of unknown species."

The first slide showed Ben as Fourarms, then as Ripjaws, then as Diamondhead, then as Humongosaur and then so on. The slides showed all of Ben's monster forms. In each one of them he was fighting one of the other students in the odd case one of the members of the faculty like Kotsubo or Ishigami. The slides also gave some idea as to the abilities which each of Ben's alien forms held, but many in the room felt that they only scratched the surface.

"What is that emblem? It seems present on all of his monster forms," said the male voice, pointing to the Omnitrix dial that always appeared on all of the forms.

"We are unsure, but witnesses claim that before Tennyson assumes his monster forms, he touches his watch," said the female. "It could just be a limiter seal and he was deactivating it to transform, but due to the inconsistency of his forms, I am unsure."

The male contemplated before speaking, "Have him watched. I want to know more about him. He's not an outcast Ayashi, that's for certain. He's likely some sort of shapeshifter who can mimic the forms of other creatures. An onimodoki or a doppleganger."

"An onimodoki would be weak, sir, so that is unlikely."

"So, what else is known about him?" the male voice asked.

"He is a member of the Newspaper Club. It seems they've revived with new members. The members consist of Yukari Sendou, Kurumu Kurono, Mizore Shirayuki and Moka Akashiya."

"Those eyesores?" Yukari had been known as a trouble maker, Kurumu had been known as a seducer, Mizore had attacked a teacher and finally Moka…Moka was very popular. To the man, any student who drew too much attention to themselves was an eyesore. "And joining the newspaper club. We should pay them all a visit."

* * *

**The Next Morning**

**Youkai Academy Main Gate**

It was another average day at Youkai Academy and things were going smoothly. It was in the morning hours in which the Newspaper Club would pass out their newest editions for the student population at their school. Despite the craziness of the slug monster which almost got their latest edition destroyed, they managed to get it done on time and ready for publication. The front page article was all about the beloved Hitomi Ishigami and her insane beliefs on art making her petrify several students. At the front of the stand was the guy who found her out, Ben Tennyson.

"Extra! Extra! Read all about it!" Ben called. "Popular art teacher, Hitomi Ishigami on the lam for kidnapping and petrifying female students! Read all about it! Come and read the exploits of the Humiliating defeat of Chopper Rikishi against the mysterious Tiger Fighter, Rath! Come and get it folks, and remember: if you're not the first, then you're the worst!"

Moka giggled at Ben's enthusiasm as he passed out newspapers, and took payment for each one. "You seem to be enjoying things here, Ben."

"Yeah. I never thought I'd enjoy being part of the school newspaper," smiled Ben. "Of course maybe it's the company."

Moka blushed at what he was implying.

The story of how Hitomi Ishigami kidnapped and petrified those girls was hot news and everyone wanted to know all about it. Moka and Ben were becoming celebrities themselves for being the ones to expose Hitomi's crime. As well as the defeat of the bully wrestler, Chopper. Thanks to Ben's heroic escapades, ever since he arrived on campus, the Newspaper Club were selling like hotcakes.

Kurumu and Mizore glared at Moka but continued with their work as did Yukari. However, things were about to take a turn for the worse as the mood grew cold. Ben looked to see the students stepping back and making a path for a group of students who did not wear the standard green uniform. Instead, the male students were dressed in black and white coats as the female students were dressed in black and white jackets. Even Ship was backing away, whimpering behind Moka at the sight of these strangely clad students. Ben cocked an eyebrow at them and also at the other students who seemed fearful of them.

"Who gave you all permission to distribute newspapers here?" the male in the lead, a blonde with long hair, pale skin and dots for eyebrows, demanded. And then glared down at Ship, as he taunted, sending the poor Mechamorph shivering with fear, "AS well as allowing strange pets on campus as well?"

"And who wants to know?" Ben retorted.

"The Student Police Committee," the blonde answer. "I am Kuyou, the leader of the Student Police Committee."

"Benjamin Tennyson, or Ben for short. Nice to meet you," Ben said, seemingly unfazed by the cold gaze the one called Kuyou was giving him, and held up a paper. "How about a paper?" He smirked, "It'll brighten your day."

Most of the students gasped and murmured at the audacity Ben was showing, but the Omnitrix's wielder was unfazed. Even some of the students had to admit, even a few of Kuyou's men were a bit taken by Ben's gutsy move. Kuyou and his gang were just bullies and nothing more. Kuyou smirked and snatched the newspaper away from Ben's hand before leafing through it. With a snort, he dropped it on the ground and stomped on it.

"Garbage," Kuyou criticized as he scraped it on the ground underneath the heel of his shoe. " Nothing less to expect from a foreigner and a band of troublemakers," Kuyou said. The rest of the Student Police snickered. "Tear the stand down," he ordered.

The other members of the group began to move forward with the intent of following their leader's orders. However, Ben stood his ground and raised his hand over the Omnitrix, prepared to go into action. "I don't think so!"

His green eyes met with Kuyou's cold eyes as they stared each other down. The other members of Kuyou's group gave pause, knowing about Ben's ability to change into various forms. Truly, if their leader and this foreigner fought, it would be a battle against Titans. But with their leader possessing such strength, this boy's power was a joke.

"Wait! Hold on! Time out!" A new voice cried, breaking the standoff. Gin appeared on the scene in a blur of speed as he pulled Ben back and began bowing repeatedly in front of the pale leader of the Student Police Committee. "Sorry about my subordinate. He's new, as are the others, so they all don't know all the rules!"

"Gin!?" Ben hissed.

"What are you doing!?" Moka gasped.

The rest of the girls' eyes narrowed at their president. Where was the gung-ho leader who was so passionate about the Newspaper club? This guy was practically begging for mercy from the leader and looking like a real wuss in the process. The Gin they knew wasn't some kind of wimp who would bow to anyone. Maybe it was Ben's experience with people like Vilgax, Dr. Animo, Eon, Zs'Skayr, or even Zombozo… especially Zombozo, and others, but he didn't see what was so scary about Kuyou. But if Gin was freaking out around this guy, it meant only one thing: hidden trouble, calm but beastly, radiating from this Kuyou character.

"At least one of you knows how to show respect," Kuyou smirked. "Now, remove this stand before I have my people do it for you."

"Right away, Kuyou, sir! I'm on it!" Gin nodded. "Come on, everyone! Let's pack up! Hurry!"

Ben could only glare at Kuyou's smug expression, as he reluctantly packed up their things and carried them back to the clubroom.

* * *

**Later On**

**Newspaper Club Room**

Returning to the clubroom, everyone was in a sour mood. They had been trying to sell the papers they had made, but now it seemed that all of their hard work was going to waste thanks to Kuyou and his cronies. Of course, most of the group was upset at Gin at how he had folded like a wet towel in front of the group, especially when they hadn't done anything wrong in the first place. Before anyone could complain to him though, Gin turned to the group with a dire look on his face.

"You shouldn't oppose the Student Police!" Gin exclaimed to his club members. "That's practically suicide!"

"What's the big deal? They're just the disciplinary committee," said Ben. "Why'd you wimp out like that? I could've taken him out with either Big Chill, maybe even Rath, or…"

"Ben, you don't understand," Gin answered, sounding rather serious now. "The Student Police aren't simply a disciplinary committee. They've been given permission to arrest and punish any students as they deem fit!"

"They can't do that!" Kurumu shouted.

That bit of info got Ben interested, as he raised an eyebrow, and asked, "Can they?"

"Actually, they can," said Yukari, reading a part of the student handbook which detailed the Student Police. "Right here. If they even suspect a student has committed a crime against the school, they can arrest them and have them locked up indefinitely."

Ben frowned, but he had to remember this was a monster school. Different rules had to be applied considering how violent some monsters could be, requiring swift and decisive action. Still didn't make it right, though.

"And Kuyou's the worst of them all. He sees himself as the law and anyone who goes against him is to be punished." Gin shivered.

"You have experience with them," Ben guessed. "That's why you acted the way you did when Kuyou showed up."

"Let's just say they're the reason I was the only member of this club before you joined," Gin answered. "Just promise me you guys won't go against them."

"I'll try, but if they shove and continue to do it, then all promises are off," said Ben. "And trust me, I'll shove back. Harder."

He had experience with bullies, especially the likes of JT and Cash who would torment him just because they felt like it. Kuyou had the same look on him, someone who took advantage of others just because he was stronger than them in one way or another.

"Ben, I'm not kidding!" Gin cried.

"Neither am I," Ben frowned angrily. "Those guys are what my Grandpa Max would call fascists. As soon as they get a taste of power, they go power-hungry. Until they forget why they took it in the first place, and lose themselves to it. They force people to follow their lead, no matter what they have to do. They may be the authority here, but I was never known to respect that kind of authority."

"And we'll be right there with you!" Kurumu beamed, hugging Ben's face to her chest.

"That's right," nodded Mizore.

"Thanks, girls," Ben said, once he pulled away from Kurumu's chest. "We'll just continue to do what we do." And looked sternly to Gin, "Under their radar."

"Ben…" Gin sighed. This was not going to be pretty. Sighing in defeat, he slumped in his chair, and mumbled, "For this club's sake, I sure hope so."

* * *

**Later that Night**

**Boys Dorm Roof**

At night, Ben would leave his room and do training on top of his dorm. While he relied on his alien forms in a tough fight, he simply couldn't rely on the Omnitrix all the time. Without it he was just human. His Grandpa Max and Gwen had been training him for the past 5 years and while not a black belt like Gwen, he knew how to defend himself. He was presently performing a kata Gwen had shown him.

Ben had read a lot about the school rules, one of them being that no human was to be allowed in the school…alive. The Student Police had the authority to kill any human 'spy' regardless of why they had appeared in the school. Luckily for Ben, he had the Omnitrix so the issue of him being accused as a human was a none issue. However, the students wondered what sort of monster he was since he kept changing. Some said he could run as fast as a werewolf, others said he was a golem, a variety of monster bugs, and a few even said he was some sort of fire demon from hell. Regardless of the rumours, there was no evidence to prove he was human to the students. Plenty of students had seen him change.

The Omnitrix still had the whole timing out problem. It would sometimes time out at the most inappropriate time, causing Ben to be at a disadvantage. Then there was the problem of him turning into the wrong form at the right time. He learnt this was the Omnitrix's way of overriding his choice since it knew which form was the right one for the situation. What was not a problem was the new forms he kept getting. He suspected that the Omnitrix was reacting to the amount of demonic energy in the air and the more intense energy it was exposed to, a new form would be unlocked the counter. He knew that he had access to a lot more aliens than he had right now due to his visit to the future. Just when would be unlock all 10,000 his future self had access to? Buzzshock, Spittor and Articquana would make good additions in his situation right now but Azmuth only told him to learn on him own. Ben just guessed the old Galvan just forgot and didn't want to be embarrassed.

As Ben continued to perform his kata, he thought back to all the adventures he had in Youkai Academy alone. His old school hadn't been this exciting, but then again none of the students at his old school were monsters in disguise…as far as he knew. The first fight he had in Youkai Academy was against Saizou to save Moka, only for Moka to show him her true form when he accidentally removed her rosario. Then he and Moka ended up having to fight Kurumu, but he didn't harm her, merely incapacitate her while Moka took the fight out of her. Following that was a fight against three scaly bullies when saving Yukari. During the Club Festival, he had to fight those mermaids. And then all the fights that followed, involving the Love-Love Alliance, and the one against Kotsubo, the slug guy, Chopper, and the last one was against Hitomi. It seemed that each day was an adventure when in Youkai Academy.

That was why Ben needed to be stronger. The alien forms he could assume had their own strengths but they also enhanced what already existed.

* * *

**The Next Day**

**Bus Stop**

The following day, the academy's bus was dropping off a new addition to the school. Unlike some trips, this wasn't for a group of new students. Rather, it was for a single student who managed to transfer in with a recommendation to the Headmaster himself. Coming to a stop near the scarecrow/bus sign, the doors opened so that the new student could leave.

"Remember, girl," said the creepy bus driver. "Youkai Academy is a very scary place." Laughing in his creepy/sinister way as the newest student got off; he shut the doors and pulled a U-turn before going through the tunnel again.

"Believe me, my Grandpa's cooked scarier things," the girl sighed to herself as she looked around.

Really, the place only looked like a big Halloween park of some kind. She had seen way scarier things than this exotic scenery. She didn't see all that much to complain about…save for how short the school uniform's skirt was. That she would have to deal with at a later time though.

Hefting her bags over her shoulders, she began her trek towards the school. "Now where is that dork of a cousin of mine?"

* * *

**Meanwhile**

Ben yawned as he entered the school gate. He'd lost track of time and slept late last night. Thus, he only had a couple of hours of sleep. He had gotten too into the movements, trying to keep a level head concerning the actions of the Student Police. Every time that arrogant smirk of Kuyou's entered his fast it just served to get him riled up. He hated bullies with a passion, which was understandable considering the amount of torment he went through under JT and Cash. Although, since that incident with the Forever Knights and their plot to replace the President with a robot they'd backed off somewhat.

Walking past the gates, Ben was suddenly met with a pair of hands over his eyes. Normally one's first reaction would be panic, but considering Ben's experience with how Mizore, Yukari, Kurumu, or even Moka would often come at him from behind with a flying hug, he decided to try and figure out who it was this time. '_Feminine hands, about my height not feeling cold and not biting my neck already. So that means…"_

"Hey, Kurumu," Ben greeted sleepily. Strange, she wasn't pressing her chest into his back like she usually would.

"Wrong answer, Ben!" the female giggled. Ben's eyes shot wide, as he took the hands off his eyes and turned, stunned at the appearance of the person.

* * *

**Not Too Far**

Kurumu, Yukari and Mizore were running to school, hoping to catch up to their object of affection. The marathon had started when Kurumu had finished a new batch of cookies she wanted to give to Ben. Of course, Yukari then showed up with her usual remarks of how it was hopeless for a 'cow' like her to keep a man like Ben when he had Moka and Yukari herself. Mizore suddenly appeared from her hiding place, mumbling about how she would make such a better choice. Moka had attempted to calm them down, but the girls' anger wouldn't be satisfied and thus they began a charge straight for school in yet another bid to make Ben their own.

However, when they got there they saw Ben hugging a girl so blatantly. At first they had thought it might be Moka, but that thought was quickly discarded when they saw that this new girl's hair was a deep red colour rather than Moka's usual pink. Of course, that just made it worse in the eyes of the girls since Ben had run into the arms of some other woman they didn't even know about. Kurumu growled as her nails threatened to lengthen into razors again. Mizore's hands became covered in ice, turning into claws while Yukari frowned and gripped her wand threateningly. Their anger only boiled for a moment, a record high, before breaking out.

"BEN!" the three girls cried out loudly, charging towards their common love interest.

"Huh?" Ben let go of Gwen before he was surrounded by all three girls.

"Who's this girl!?" demanded Kurumu.

"Where did she come from!?" demanded Mizore. "Don't think for a second I won't Ice her."

"And why were you hugging her!?" Yukari demanded, and glared daggers at the girl, "Who do you think you are, you hussy?"

"So, these are those friends you've been telling me, huh, Ben?" Gwen snickered softly. "You never said they'd be this defensive for you."

Like her Grandpa Max, she had also been receiving letters from Ben concerning his adventures in Youkai Academy. She had heard all about the four girls who were competing over Ben's heart. From what she could tell from Ben's descriptions, the three girls who were upset with her cousin were Kurumu the succubus. Mizore the snow woman, and Yukari the witch. As amusing as it was to watch her cousin get the third degree from the girls, she decided to try to resolve the situation…in a minute or two.

"Girls! Girls! It's not what it looks like!" Ben tried to calm the three girls down. He knew full well what these girls could do when they were upset and thus decided for his own safety to try and explain the situation before it got out of hand. "This is Gwen and she's-"

"Ben's cousin!" Moka exclaimed as she appeared.

She was slightly winded from having to chase after her friends, but had managed to arrive to see the redheaded girl and Ben talking to the others. Of course she recognized Gwen from the photos that Ben had shown her of his relatives. Instantly stepping forward, she introduced herself. "Hello, I'm Moka Akashiya; I'm Ben's friend." Moka extended a hand in friendship.

"Gwen Tennyson," replied the redhead, as she took Moka's hand, shaking it firmly. "And unfortunately, I'm this dork's cousin."

"Hey, I thought we agreed you'd never call me a dork again," frowned Ben.

Yukari gasped in realization. "You're Ben's cousin! The one Ben said was a witch too!"

"Well, I'm no master, but I know a few things," smiled Gwen. Before Yukari could press for further details out of a fellow witch, the warning bells from the school went off, signaling that classes were about to begin.

"We better get to class," said Ben. "We're going to be late for homeroom."

* * *

**Home Room**

After homeroom, Gwen was surrounded by her cousin's harem. They really wanted to get to know Ben's cousin despite his protests.

Gwen was placed in Ben's class and so far she was enjoying the experience. She may be a human like her cousin but her powers made sure that would not be discovered. Grandpa Max had told her about all of the academy's rules. Still, she was proven to be popular enough as several boys in the classroom paid rapt attention to her as she introduced herself. Ben bristled slightly, his protective family instincts coming in, but he reminded himself that Gwen was able to take care of herself easily.

"So Gwen, you'd know a lot about Ben since you're cousins, right?" asked Kurumu with a grin.

"More than I'd like to know sometimes," Gwen laughed slightly. "The stories I could tell."

"I'd rather you didn't," Ben grimaced. "So what are you doing here anyway?"

"Well, after your last bunch of letters with the psycho teacher and that freak slug guy who tried to hurt Kurumu, not to mention the muscleheaded troll and the krakyn gym teacher, Grandpa was worried that something might happen that got you in over your head," Gwen explained. "So I volunteered to transfer in and cover your back if something did happen and your girlfriends weren't here to lend a hand. Grandpa had several connections with his 'acquaintances' to help me get in."

"They're not my girlfriends," Ben flushed slightly.

"But we want to be!" Yukari added with a smile, as she linked with Ben's arm, making Ben groan and Gwen giggle.

"Wow. Ben's never been this popular with girls back home," she smiled as she looked to her embarrassed cousin. "So Ben, just how were you able to charm all of these girls anyway? Don't tell me you actually learned some moves at long last."

"Gwen…" Ben sighed. He had been expecting the teasing, but it still didn't make it any easier to deal with.

* * *

**The Rest of the Day**

Gwen proved to be quite intelligent in all the classes and athletic in gym class. She did, however, show reservations about the bloomers but she told herself, "When in Rome…" and got into them. They were snug and showed off her legs which boys were drooling over. Ben frowned as he heard many of his male classmates hoot and holler over how hot the new foreign student was. While he and Gwen had a few disagreements, he cared a lot about her. That was proven when he had to rescue her from Zombozo and also discovered how creepy Ghostfreak could be.

When the final bell rang, Gwen wanted to go to the Newspaper Club with him to see for herself what it was like. After reading about how much fun her cousin was having in this club of his, she wanted to experience it first hand.

* * *

**Later on**

**Newspaper Club**

"Welcome to the Newspaper Club, Gwen Tennyson!" Gin grinned, holding a bouquet of flowers out to the new foreign transfer student. Somehow, he had heard all about the new arrival to Youkai Acadmey. Hearing it was a girl, a pretty foreigner to boot, he pulled out all of the stops to make himself look good in Gwen's eyes. "I'm Ginei Morioka, president of the Newspaper Club…"

"And the academy's infamous peeping tom," added Ben.

"Ben, we agreed never to talk about that," Gin whispered.

"Stop being such a pervert and I will…" Ben retorted. He then reached for the Omnitrix, as he threatened, "Don't make me go Rath on you again."

"Thanks," Gwen accepted the flower, smiling. She was honestly flattered, but she had dealt with guys like Gin in the past. Confident, suave, and tended to not take no for an answer. She knew how to deal with them, even if this one was really a werewolf.

Suddenly, Ship hopped onto the desk, barking out, "SHIP! SHIP! SHIIIIP!" He looked to Gwen, almost sensing a similar scen emanating from her as he picked up from Ben. He slurped up to her, and petted his head on her arm, almost purring.

Gwen smirked, as she looked to Ship and to Ben, "So this is the infamous Ship, eh? You never mentioned he'd be this affectionate." Ben shrugged, smirking at that deduction, as she continued to question Gin, "So, aside from publishing the school newspaper, what else do you do in this club?"

"Well, we cover a lot of news in the school," boasted Gin.

"That's _our_ job," Ben corrected, pointing to himself and the others. "You just sit on your butt looking at your 'collection'."

"I'm the editor! I'm supposed to sit on my butt and make sure you guys do your job; so that's what I do," Gin said firmly.

"If you _actually_ did any work at all, I'd have more respect for you," argued Ben.

Normally Ben might not have been this harsh on Gin, since the perverted werewolf had been punished for his actions with the whole peeping episode…not that it stopped him, as he had to go Rath once in a while to scare it out of him. However, Gwen was Ben's cousin and he didn't want his club president to try anything with her. Even if Gwen had her powers and could easily take care of herself, Ben was still protective of her. He didn't want the werewolf to pull any stupid stunts with her like he had with other girls.

"Details…So, Gwen, are you thinking of joining?" Gin asked hopefully. He was always hopeful for another cute girl to join his club. Of course, being with the hot new foreign girl was a great way to spend the afternoon to him.

"Maybe," shrugged Gwen, "Though I do want to look around the school."

"Then look no further, for I will give you the grand tour!" Gin announced.

"Oh, no you won't!" denied Ben, as he got between the two and pointed at Gin accusingly. "If anyone's giving Gwen a tour, it's gonna be me: her family! If anything, you'll just try and find a way to touch her butt, take pictures of her when she's in the restroom, without her knowing."

"And considering how fast you are, that might be possible," Kurumu added.

Gin just stood back with a look of shock on his face, and lightning in the background going off to show how shocked he was. The girls were just happy knowing that Gwen was Ben's cousin, otherwise they would have been jealous with how he was arguing with Gin over her.

* * *

**Meanwhile**

In the HQ of the Student Police, Kuyou was looking through a new file. It was in regards to the new transfer student, Gwendolyn Tennyson. Usually he didn't personally look at the files on students unless they were involved in an investigation of some kind. However, his interest was sparked when he heard that the new girl was in fact a transfer from America and even Ben's cousin. "So, this is Benjamin Tennyson's cousin," read Kuyou, musing over the photo of both Ben and Gwen. "I can see the resemblance. They both share the same eyes."

"Her name is Gwendolyn Tennyson and we've heard she's a witch," said one of Kuyou's subordinates, "At least that's what one of our spies reported."

"Have her watched along with Tennyson," ordered Kuyou. "I want you to report the full extent of their abilities. They may make fine additions to our group."

"Recruitment, sir?" one of his subordinates questioned. "But Tennyson disrespected you."

"True, but I saw something in his eyes. There's this… _conviction_ that I see myself having," Kuyou smirked.

He saw it in Ben's eyes. He had no fear of Kuyou, something which almost every other person in the school did have. Even his own subordinates were afraid of him. However, Ben Tennyson lacked that fear and was actually prepared to fight him if he had to. That kind of courage and determination could mean trouble for Kuyou…unless he harnessed it for his own means. "And also his power is one that should be used to _benefit_ the school."

* * *

**Next Chapter: ****The Enemy of My Enemy; Old Grudges Settled With**


	15. Enemy of My Enemy

**Ben 10 Alien+Vampire**

* * *

**Chapter 15: ****The Enemy of My Enemy; Old Grudges Settled With**

* * *

**Later That Day**

The Newspaper Club decided to have an impromptu welcoming party for Gwen. The girls took this chance to get to know Gwen better in order to score points with Ben. It was great since Kurumu made cookies that everyone shared. Originally, she had intended for just Ben to have them but she still loved to see him appreciate them even if she had to share them with the others. However, at this moment, Gwen was able to talk with Moka alone, just in order to ensure the secret between them and Ben was kept secret.

"So, Ben," Gwen began. "Have you told her about all your adventures?"

"Y…yeah," Ben answered nervously.

The reluctant and unsure answer only served to make Gwen smirk. She could tell that he hadn't. Some of their past adventures during that fateful summer five years ago had been quite embarrassing. Well, as his cousin, she had the responsibility of making sure Ben didn't have a big head from retelling his successful adventures.

"Oh, so you won't mind if I told Moka about the time we found the Fountain of Youth," Gwen spoke. Ben paled.

"The Fountain of Youth!?" Moka gasped. "It's real!?"

"Sure is…or was," said Gwen. "You see, Ben got soaked and he turned into a cute little five year old!"

Ben blushed.

"So, was he cute?" asked Moka.

"Yup, and the temper tantrum he threw as Heatblast was explosive!" Gwen laughed.

Ben wished he could go and hide right now.

"Then there was the time you thought you broke my laptop so to pay for it you entered a wrestling competition as Fourarms!" Gwen continued, "In the end he found out I was using a finger print scanner to make sure Ben here didn't get his grubby hands on it!"

"Hey, I was doing it for the right reasons…even if I was being dumb," said Ben.

"Oh, and remember that time you turned into Grey Matter to find a rare Sumo Slammer card!" Gwen added, "And then the time you were stuck as Grey Matter and nearly got yourself dissected!"

"You nearly got dissected!?" Moka exclaimed, looking rather frightened at that explanation.

"He was trying to get into this slide at the water park and messed with his watch so he would be tall enough to get on, but instead of growing tall he grew small," Gwen explained.

"Like you haven't done anything embarrassing, huh, 'Lucky Girl'?" Ben smirked, turning the tables on Gwen.

"I was young," Gwen made an excuse.

"Oh, if you had the opportunity you'd dress up and play hero again," Ben chuckled.

"Hey, not all of us can shape shift, Ben Tennyson," Gwen glared.

"At least your powers are on all the time. As for mine I gotta wait till they recharge!"

"Well, that's what happens when you work with magic. Always with a trick up my sleeve," said Gwen. "Like…" Pink/purple energy wrapped around her hand and then it extended to grab a nearby cup and pull it into her hand. "Like so."

"Show off," snorted Ben.

"This from the kid who used to yell 'who's your hero'?" Gwen retorted sharply.

After the party, the gang went their separate ways. Ben and Gwen were taking the scenic route back to the dorms so they could catch up just between the two of them. Since they both lived in the same town and not too far from one another, they tended to be rather close even when they sometimes didn't want to be. "So, how do you like Youkai Academy so far?" asked Ben.

"It's just my first day, but I love it already," grinned Gwen. She meant it too. No one cared if she had actual powers or not. Everyone in the school did when you got right down to it. She was just one person out of many rather than a nail just waiting to be hammered down. "I can show off what I can do and not get branded as a freak. It's very liberating."

"Just don't let anyone know you're human," Ben warned.

"Noted."

"Yukari's been looking forward to meeting you," Ben said. The tiny witch had been terribly excited to meet Gwen at long last. Because of the rule about revealing your true form at the school, there was no way to tell if there were any witches or similar people at the school. Add that with the stigma of being one of the so-called border races and pretty much no one would admit to being one.

"No wonder she was staring at me all starry-eyed," Gwen recalled. It had been rather cute to see how the younger girl was looking up to her already.

"So, you still have Charmcaster's old magic book?" Ben asked.

"Hey, it's a trophy from my own arch-enemy, Mr. Hero. Of course I've kept it, but I've already memorized all the spells. Maybe…I need to pass it down."

"Yukari would be a good person to pass it down to," Ben suggested. "She'd kinda immature, but weren't we all?"

"And speaking of which, I can't believe what a lady killer you've become.," Gwen replied, both amazed and teasing. "A vampire, a snow woman, a succubus and a little witch. How come you weren't as smooth back home in Bellwood?"

"Well, back then I had to hide what I can do, but here…well, like you said. I don't have to worry about being treated like a freak."

"So," Gwen smirked, as she decided to ask the big question. "Which girl is your fave? Is it Moka? Or is it Kurumu because of her large…"

"Assets," he interrupted, "And no way am I gonna brag about my love life to you."

"Ooh, love life! Didn't know it was that serious!" Gwen laughed, teasing her cousin as the best to her abilities would go. But then she did get serious on the matter, pointing out so many possibilities for the boy. "I wonder which one. Hmm. Moka seems to be a good girl for a good relationship. And I can tell, she really does like you, and not just because she gives you a love kiss every now and then. Then again, Kurumu seems perfect for your personality in some ways Brash, forward, completely unapologetic sometimes. And she's completely devoted to you every waking moment, if she has time to make cookies for you. Of course, Mizore seems to have her head on straight, looking for that future family and all. Her snow white skin practically glows, and like you, she's a loner. Say, you aren't into younger girls like Yukari are you? I mean, if we found any vials containing the waters from the Fountain of Youth, we could always make you ten again…"

"Enough already!" Ben sighed. He should have known better. With so much ammunition ready to use, Gwen was probably going to tease him for a long time to come. Add in the antics some of the girls got into when they tried to get his attention and Gwen would have infinite ammo. Seeing the dorms up ahead, Ben almost sighed in relief. He would be free from the teasing soon enough. "Here are the dorms."

"It looks…desolate," spoke Gwen as she saw the place. It looked like a slum.

"Monsters have different aesthetic tastes," Ben excused. "So, hope you enjoy your stay. I have to go."

"See you tomorrow, cousin," Gwen said.

* * *

**The Next Day**

**Bus Stop**

"So, you're a new student, huh?" the bus driver asked as he drove the bus through the tunnel. There was only one passenger. He was a young man with a muscular build and bad boy personality with black hair. He was dressed in the Yokai Academy uniform but without the tie and had replaced the green jacket with a black leather jacket.

The passenger snorted, "Not by choice."

"Well, either way, you better be careful. You may get eaten," the bus driver warned.

The passenger smirked, "I'd like to see them try."

The bus driver snickered as he blew some smoke from his nostril. So, this one was a tough guy eh? He'd seen a fair few during his time at the school. Usually they either were chewed and spat out, faded into obscurity, or for the rare few, made names for themselves. Not many tough guys lasted very long before the real tough guys got a hold of them. It would be interesting to see how this newest tough guy would do, considering the reputation he had. As it stood, he already had a history with a few of the students at the academy already.

The bus stopped near the scarecrow and the driver said, "Here's where you get off, kid."

The passenger got out of his seat and walked out the bus. He looked around, taking in the sights. Dark, gloomy, and no vegetation. Animals all seemed scrawny, dangerous, or poisonous. Tombstones littered the area and the school itself looked like a haunted house. All in all, the perfect place for monsters to hang out. Whoever designed the place knew what he was doing.

The student cast a glance out to the sea before shrugging. "Meh, I've seen worse."

Hefting a travel bag over his shoulder, he set out towards the school.

* * *

**Later On That Day**

**Newspaper Club**

Gwen officially joined the newspaper club the following day and working on the horoscope column. "This looks like a good day for Librans," Gwen stated as she typed up her column. Gwen had actually picked up astrology as a hobby before she got into martial arts. Since she had an actual magic spell book complete with diagrams and such, she had a good grasp on how to tell the future. At least in a generic sense.

"Nice work, Gwen!" grinned Gin as he put a hand on Gwen's shoulder, only for Ben to pry his hand off painfully.

"Hands off the cousin," Ben warned.

"Ben, as much as I appreciate you looking out for me, but I can take care of myself," Gwen sighed. This was turning out like that time a boy had left a letter in her locker, asking for a date. Ben had tried to go Wildmutt so to track the guy down by scent and dissuade him. The sad thing was that the sender had written his name at the bottom of the letter and Ben had completely missed it when he had snuck the letter away as Grey Matter.

"I know, but you gotta be careful in this school," Ben warned, recalling his numerous fights with students and even teachers who didn't look too threatening but turned out to be rather dangerous.

"He's right," Moka agreed. "You don't know who you can trust, Gwen."

"Yeah, true, but Ben has no problems trusting you. He does let you suck his blood," Gwen pointed out.

Moka had to blush at that little secret between her and Ben. It just seemed kind of embarrassing to talk about that amongst Ben's cousin like this. "Yes, and I can't have enough! His blood is exquisite! I'm even craving for it now!" Moka giggled, pretty much losing her train of thought as she put her hands on her cheeks, in an attempt to hide her blushing. Ben's blood was a unique delicacy which she could never get bored with. She looked over to Ben, her eyes sparkling, as she asked, "Um, speaking of which. Ben…?"

"Hey! I need my blood right now!" said Ben, edging away with his hand to his neck. Moka had already gotten him that morning, much to Gwen's amusement. Of course, she then called out on Ben's desire to hang out with a vampire when he was younger and asked why he seemed so stressed. It served to make Ben's face turn red despite having lost blood to a happily sighing Moka. "Sorry, Moka, but I don't think I'd want to be bitten right now."

Moka frowned, pressing her index fingers together. "I understand…"

He looked to the frowning vampire, and sympathetically smirked, "But… later on, if nothing goes crazy again, the bar's back open."

She went starry-eyed on that, as she smiled to him, "Oh, thank you, Ben!"

"Ben!" Kurumu suddenly appeared, and glomped Ben from behind. "How about until then, you let me suck on you…"

_Thunk!_

Kurumu went down from an ice kunai to her forehead. "Don't be lewd," warned Mizore as she wrapped her arms around Ben from behind. "Ben…" she cooed.

Gwen giggled. "You've got a lot of colorful characters attracted to you, and I don't mean their hair color."

"Thanks for the help," he muttered sarcastically.

* * *

**However**

**Homeroom**

Class started up and everyone was talking as usual as Ms. Nekonome got her papers in order. Ben was rubbing his neck, having been tagged by Moka yet again. Kurumu was staring holes in Ben's back as she had another fantasy of the pair of them together while Mizore kept sending glances back at the American boy, sending an icy kiss when she caught his eye. Gwen was calmly looking over her notes from her previous day, making sure she was caught up. As the catty teacher got the last of them ready, the class grew quiet, knowing that disobedience made her a bit…testy. Seeing that all of the students were silent and waiting, Ms. Nekonome broke out into a wide smile and began to talk to her class.

"Students, we have a new transfer student coming to join us," said Ms. Nekonome cheerfully. "I hope you make him feel welcomed. The door slid open and the new student entered. A few girls swooned at his appearance, but most of the boys gulped at his tough guy appearance. "I'd like you all to meet Kevin Ethan Levin!"

Ben and Gwen's eyes widened in shock. "KEVIN!?" the Tennyson cousins shouted.

"So, the Tennysons are here too, huh?" Kevin smirked roguishly, instantly recognizing the pair despite not having seen them for some time. "It's a small world. Ain't it?"

"Rowr? You all know each other?" asked Ms. Nekonome. She blinked again before she broke out in a wide smile. "Oh this is so good! Then Benjamin and Gwendolyn can both help guide you around the school and help you find your way. Mr. Levin!"

"What?" Ben groaned.

Gwen just sighed and rubbed her temples. And the day had been looking so good that morning. Meanwhile, the girls of Ben's unofficial harem just blinked in confusion. But the one most equally confused was Moka, considering she was the only one knowledgeable of Ben's past exploits.

* * *

**After Class**

Class ended for lunch and Ben quickly got to business. He and Gwen, both acting as a unit front, grabbed Kevin by the arms and dragged him out of the room. The delinquent didn't protest as he went along. He figured something like this would happen so he might as well get it out of the way so he could continue with his parole. Dragged outside, Ben and Gwen brought him to the Monster Tree, one of the few places the school had for privacy before finally letting him go. But not before Ben transformed into Fourarms, and pinned his old enemy to the tree, balling up two extra fists while the third held him in place.

"Okay Kevin," Fourarms frowned. "Just what the heck are you doing here?"

"And it had better not be because you're looking for a score either," Gwen added. "We all know where that leads."

"A quick beating… with you as the loser. As always," Fourarms sneered.

"Relax, I'm not here to cause trouble," Kevin replied. "Your grandpa and his Plumber buddies busted me and some clients back in Bellwood. Since I'm still a minor, your grandpa offered me a choice of punishment. Either I get an express trip back to the Null Void for a length of time or I pack my bags and head off to school. Since I did the Null Void thing once already, I figured why not give regular school a try. I just didn't figure it'd be a school for aliens."

"Monsters," Ben corrected. "Not every non-human species is from outer space."

"Probably, but almost all of them are," Kevin shrugged. "Anyway, you guys don't cause me any trouble and I won't cause you any trouble. Deal?"

"But what if you cause trouble for someone else?" asked Ben with a suspicious frown.

"Violates my parole here," Kevin answered. "But if they come after me on their own, then I have full right to defend myself. Your gramps said so himself."

Fourarms huffed, as he reverted back to Ben, and let his old nemesis go, "Then I guess that's a pretty convenient loophole for you."

Snickering, Kevin adjusted his jacket and walked off, leaving the two Tennysons behind. Ben frowned and clenched his fists. He didn't expect to see Kevin here of all places. He had definitely changed since he got out of the Null Void too. Back in his human form and who knows what kind of abilities he possessed now. Ben silently promised himself to keep an eye on his old enemy and make sure he upheld his end of the parole.

"Ben!" a voice cried out, signally the vampire girl running towards him.

"You want to explain or should I?" asked Gwen.

"Might as well make a team effort out of it," Ben sighed.

* * *

**Later On**

**School Roof**

Ben and Gwen were going to bring the their confidante up to speed on Kevin. It was going to be a long story.

"So, Ben, how do you know the new kid?" asked Moka.

Ben rubbed the back of his neck. "Where do I start?"

"The beginning," suggested Gwen.

"Oh, right. Well, it was during the summer when I found the Omnitrix. We were making a stop in New York and that was when I met Kevin…" began Ben.

"After going off on your own when Grandpa Max told you no," added Gwen.

Ben frowned but continued, "Kevin, when I met him, I thought he was pretty cool. He could absorb energy and use it for himself. He showed me the first time by absorbing electricity and shooting it out of his hands. I then realized that he was a crook who didn't care about anyone but himself. When we fought, he absorbed some energy from the Omnitrix and turned into hybrid versions of the aliens. After I beat him, we thought we saw the last of him, but we were wrong. When we saw him again he could turn into any of the original ten aliens from the Omnitrix and was using those forms to frame me. I nearly got myself killed because of him. Then, he mutated again and became an amalgam of all ten of my alien forms. He even blamed me for what happened. Each time we met, we fought and I won. The last time I saw him was in the Null Void." After finishing his story, he looked to Moka for a reaction.

"So he's an actual criminal?" asked Moka with a tilted head.

"More or less," Ben shrugged. "He says Grandpa busted him and instead of sending him back to the Null Void, he got sent here. Knowing Grandpa, he's probably thought we could use the backup or something. Though, why he sent Kevin of all people I'll never know."

* * *

**Elsewhere**

Kevin munched down some snack he'd bought out of a vending machine, as he explored the school. Since he was on a parole and didn't want to get sent to the Null Void again, he had decided to make at least a minor effort and playing the responsible student. Having grown up a street rat, he didn't get much of an education when he met Ben and his relatives. Of course, since cruising the galaxy and escaping the Null Void, he picked up a lot of technical know-how. He couldn't tell you the history of his home country or name all of the presidents, but he could dismantle a Galvan space drive and put it all together again. He could negotiate like a pro and he was also well-versed in the economy, since he had to know these things for some of his deals when he wanted a fair price.

Speaking of aliens though, Kevin had to admit that this school was pretty unique. Everyone there was a non-human, but their disguises were top-notch. He didn't know what kind of tech they were using, but he wouldn't mind getting his hands on it to sell to some of his more...physically unique clients. He was positive that the students were all aliens, but he also knew that some non-human species were on Earth for so long it was hard to tell if they were aliens or not.

Walking past some of the tombstones, Kevin suddenly stopped when three punks emerged from the trees, each snickering with wide grins on their faces. Their teeth were triangular and sharp, probably meaning either their disguises sucked or they were getting ready for a fight.

"Hey, new kid," one of the thuggish students said, getting in Kevin's way. "Me and my buddies here heard that you were wandering around so we decided to help you out and teach you how things worked around here."

Kevin cocked an eyebrow. Punks always did attract punks, wanting to see who was top dog over all. Well, that was just fine with him. Better yet, they challenged him first so he could let loose without worries. "OK, teach me then." He then let his hand grip one of the tombstones. "But I should warn you that I'm not a very good student."

* * *

**Back with Ben**

He was currently walking along with Mizore, seeing as how she was stalking him earlier on. After Moka had rejoined the girls, she explained to them Ben and Gwen's warily behavior around the new guy. It turned out that, much to Moka's 'side of the story', Kevin was a former gang member that had a grudge on Ben, seeing as how he was the one who turned him in to the cops. At least that was hwat the cover story was that the trio had made up for the others. And that notion had Mizore tailing Ben at first to see if he'd be safe. But he had found her out, and now the two were currently walking down the hallway, discussing the matter at hand.

"And knowing Kevin, it won't be long before he does cause some kind of trouble," said Ben.

"I could spy on him if you want," Mizore volunteered, leaning her head against his shoulder. Ben shivered a bit.

"That's OK, Mizore. You don't have to."

"I don't mind," she said, smiling.

* * *

**Outside**

**Five Minutes Later**

The last of the thugs dropped to the ground with a groan, reverting back to their human forms. Kevin stood among them all; his entire body looking like it was made of stone. Oddly, it seemed to be the same kind of stone which had made up the tombstones that littered the area.

Kevin looked at the beaten thugs and heaved a sigh, the stone melting away to his regular skin and clothing. This wasn't even a challenge even when they took their true forms which looked like goblins or something. "Tennyson's tougher than you guys."

He heard the sound of applause and turned around to see a guy in a black coat with pale skin, long blonde hair, and dots for eyebrows.

"What do you want?" Kevin asked.

"To welcome you to Youkai Academy. I am Kuyou of the school's Public Safety Committee, but we're also known as the Student Police. I heard that you know Ben Tennyson pretty well."

"Oh, me and Tennyson go way back."

"Interesting. So, tell me, what do you know of Tennyson and his abilities?" asked Kuyou.

"It depends on how much you'll pay me," responded Kevin. Kuyou's brows furrowed but he kept calm. "But other than that, I know you shouldn't mess with him. Messin' around with Tennyson's my racket."

"Let's just say if you don't tell me what I need to know, your stay here can be quite…unpleasant," Kuyou stated, a threat hidden in his words.

"Been there, done that," Kevin said offhandedly, recalling the Null Void. "Sorry, but I kinda made a deal with someone to not squeal about Ben. It's kinda the reason why I'm here."

"Well, then we'll be seeing more of each other, Mr. Levin," said Kuyou before he turned and walked away. As that was done, there were now more questions buzzing in the Leader of the Security Committee's head. Who was sending these foreigners to this very school? Why all the secrets? Now something must be done about the Tennysons and this Levin, was what Kuyou was now thinking at this point.

* * *

**Next Chapter: Settling Old Scores; An Uneasy Alliance**


	16. Settling Old Scores

**Ben 10 Alien to Vampire**

* * *

**Chapter 16:****Settling Old Scores; An Uneasy Alliance**

* * *

**Unknown Location**

**Possibly Security Committee HQ**

Kuyou eyed the photos of the newest student now in the campus, Kevin E. Levin. He studied the pictures for a while, including those of him fighting students who challenged him. It seemed that this Levin had the ability to absorb matter and forge it into his body, making an outer protective shell of armor of sorts. It made him pretty strong and durable; a valuable power to use for the Security force. Though the American seemed a bit resilient to join up with them, as he was more focused on something else.

Or someone else.

At that moment, a girl of possible sixteen walked in. She was Asian, pale skin, with a voluptuous body, with long violet hair, and evil-squinted eyes. She wore a skin-tight Security committee female uniform; a pencil skirt, short-sleeved jacket, and a white and gold band of the Security Committee's symbol. Her name was Keito, one of Kuyou's leading officers, and a sadist at heart when it came to fighting others. "You wanted to see me, sir," she asked, tipping her hip, and smirking excitedly, but rather calm on the outside.

Kuyou smirked in the shadows, and put the picture of Kevin down… next to a picture of Ben, with an envelope. He picked the envelope up and replied, "I did, Keito." He turned around, and presented the envelope to her, as he ordered, "I need you to stir some things up with the Newspaper Club's resident defender, as well as the new hoodlum gaijin attending our school."

* * *

**Later that Day**

**Main Hallway**

It had been nearly a week since Kevin transferred in and Ben was getting jumpy. The infirmary had receiving several beaten students a day courtesy of Kevin, but they were all thugs who wanted to prove they were tough and thus challenged the American punk. It definitely proved Kevin had gotten stronger since their younger days. Ben had wanted to fight Kevin out of sheer instinct, but since he technically wasn't doing anything wrong, he couldn't do anything about him.

As Gwen was headed to the library, she heard someone call. "Yo, Red!"

Gwen sighed. "Great…"

"So you're supposed to be a witch from what I heard," Kevin said. Gwen turned to face him.

"Yes," Gwen retorted. "Though I prefer the term sorceress."

"I don't believe it," Kevin said. "I believe the little girl who's obsessed with Tennyson is a witch since she dresses the part but not you." Suddenly, he found himself trapped by a pink beam created from Gwen's right hand.

"Does this change your mind?" she asked, as she released him from the bubble.

"Neat trick," he murmured. "Sorry, but if you rode on a broom then I might believe you."

"What do you want, Kevin?" Gwen said as she rolled her eyes and let him go.

"Nothing, I just want to talk. I mean, sure you're related to Ben, but at least you're smarter than him," Kevin told her.

"Oi!" Both Americans turned to see a bunch of tough looking punks. One of them asked, "Are you Kevin Levin?"

"What if I am?" Kevin said.

"Rumor has it you want to prove you're the toughest guy here. Well, let's just say we want to see it ourselves."

"Really, alright but not in the hallway. Too narrow. Let's take this outside," Kevin said

"Fine!"

"Later, Red," Kevin said to Gwen.

Gwen frowned as she watched him go, muttering, "He's up to something, I swear."

"Gwen!" someone called out, as she turned to see who it was. Running towards her was none other than Kurumu, who seemed quite frantic to find her. Once she stopped in front of her, she pleaded, "Gwen, Yukari and I need your help. Right away."

Blinking in startlement, the Tennyson girl asked in conceding with her, "Um, okay. What's the problem?"

* * *

**Lunch Time**

**Cafeteria**

"Come one, come all," Kurumu called out with a smile, as she waved the latest Youkai Gazette for all to see. "Get the latest issue of the Youkai Gazette from yours truly, the Newspaper Club." She even made a seductive smile spread across her face as she winked to the boys, "And me."

In truth, the boys in the cafeteria were already drooling over her at this moment. At the moment, Kurumu, Yukari, and even Gwen were all passing out papers at the moment. But getting all the boys' attention by dressing up in sexy maid outfits. Kurumu was wearing a black dress that exposed her amazing cleavage, with a loose skirt ending at her mid thighs, white arm-length stockings, black heel shoes, white frilly apron with a bow at the end, as well as the right type of underwear. Yukari wore the same thing as well, only much more reserved for an eleven year old girl. And yes, much to her embarrassment, Gwen also wore the same kind of maid outfit, and didn't look all too happy with it either.

Gwen had no idea how she got herself into this. While she was all for showing those stuck up girls who were better as journalists she has no desire to do it using these kinds of methods to attract attention. Honestly she didn't mind when guys flirted that much with her since she could handle herself despite Ben's new show of being protective of her. She actually found it kind of sweet despite how extreme he seemed to be when it came to her and boys.

Ben never showed that caring behavior when they first started their summer vacation back when he was 10 and didn't have the Omnitrix. Even after he got it they were still at each other's throats only agreeing on a few rare occasions. However, all that changed when Ben saved her from Zombozo the clown. It was when he came close to losing her that he finally showed how he did care for her. After that they started to get along more, although they still had their conflicts, but despite that Ben showed more concern for her whenever she got hurt or her live was in danger. Their friendship grew better until they just seemed to put the past behind them and finally made peace with each other.

"News Paper Club! Yahoohoo!" Kurumu shouted in an excited tone, as she showed of her maid outfit to all the guys who were watching which got their immediate attention.

Now however Gwen was wishing Ben would burst through the door as Wildmutt, Rath, Diamondhead, Heatblast or Humongasaur and scare all the guys away because she was not enjoying this one bit; having to show off a maid outfit to all these guys. She didn't even know how she was talked into wearing the damn thing. She blamed Kurumu for it since the girl was as stubborn as Ben, and she somehow made her cave in.

However, unknown to Gwen and everyone else, was that Ben was secretly in the room as Ghostfreak. Keeping his eye on his cousin for any guy that would so much as touch her while she was in that outfit.

"I can't believe Kurumu convinced her to wear that outfit," Ghostfreak snickered to himself. "Gwen must be losing her touch if she caves in like that. Then again I can't stop myself from caving into Kurumu sometimes as well," Ghostfreak said to himself.

"Please read our latest, content-filled issues, everyone!" Kurumu said in a slightly seductive tone.

Yukari was blushing from embarrassment, while Gwen was trying to stay composed. "Ku-Kurumu, this outfit is so embarrassing!" Yukari said in a flustered tone.

"I would say more on the lines of demeaning for me," Gwen said letting her opinion be known to the succubus. She didn't mind when they dressed like this, but when they get her to dress like this in public, as well when she feels like she's demeaning herself like this.

Kurumu winked, "Don't worry about it, you two. This is only for today; we're trying to get more droolers… I mean, more readers for the paper."

Gwen sighed, while Yukari still looked flustered. "I know, but..." Yukari trailed off only to be interrupted by Kurumu.

As the drooling boys crowded the trio, Kurumu added in with a small bag of cookies, "Plus, with any subscription to the Youkai Gazette, you'll receive a bag of homemade cookies from yours truly…" And then pointed to Gwen, "As well as a private fortune reading from our newest recruit, Gwen Tennyson."

Gwen nearly went bug-eyed by that, as she scolded, "I never agreed to that…!" But then stopped as she got the girls' attention, "Uh, Kurumu? I hate to say it, but I think we need a new approach."

The girls looked confused by her, as she pointed to the crowd. They all suddenly ignored the girls, and were now drawn to a different trio of girls. Their leader was an Asian beauty with long black hair cut Japanese bowl hair-style, with brown eyes, pale skin, and a slender figure. She also wore a blue tie on bikini. Another girl had a slender body as well; a redhead with shoulder length hair, and green eyes, and wore a blue tie on bikini as well. And their third companion was a short haired blonde with her bangs curled and wavy, wearing glasses to shield her blue eyes. She looked like a shy nerd of sorts, but didn't seem shy, as she wore nothing but a revealing green bikini like her friends.

"Here at Youkai Square newspaper, with every subscription," the Raven-haired girl smirked, flashing pictures of her and her friends, in the bikinis, doing sexy poses, as she winked, "You get a collection of me and my girls in the most sexy and intimately revealing scenes and poses. Just don't use them for any funny business, okay?"

The crowds roared all around them, shouting out, "YEAH! YOUKAI SQUARE IS THE BEST!"

As the new newspaper club was gaining much praise, the Youkai Gazette just stood there, sweat dropping in defeat. Kurumu, Yukari and Gwen were all just staring in disbelieve at what they were seeing right in front of them. "Hey...is that legitimate?" Kurumu asked no one in particular.

"Forget 'legitimate' they're actually doing it!" Yukari answered in disbelief as well.

Gwen looked to Kurumu, and asked, "Youkai Square? You ever heard of them?"

"Not in the least," Kurumu dumbfounded replied, but burned with rage and determination, as she fist-pumped, "But it doesn't matter! If they can get that many boys by just wearing skimpy swimsuits, then we'll do the same! And if that doesn't work, we'll wear nothing but bed sheets for all those perv… I mean, readers!"

Gwen pinched the bridge of her nose as she felt a headache coming. She turned around and started walking away.

"Hey, Gwen! Where are you going?" Kurumu asked only to receive what Ben called 'the look' from Gwen that stopped her tracks.

"I'm going back to my dorm room, and changing out of this outfit, and know that you still owe me one Kurumu," Gwen said seriously, as she continued walking away until she left the room.

"I think she wants to get even with you for making her wear the maid outfit," Yukari said with certainty.

"I think you may be right," Kurumu replied before they turned back to see the girls continuing to attract more guys.

"Everyone, who's the most interesting newspaper?" the girls asked.

"YOKAI SQUARE!" All the guys cheered with arms raised.

"Dammit! We can't lose here, Yukari! Let's go with a more embarrassing, even sexier outfit... or none at all!" Kurumu started, and turned to face the young witch… but stopped to see some ugly nerd gazing at the young witch.

"You're so cute! I think your flat chest is so much better than the swimsuits..." the creepy nerd said as he started getting closer and closer to Yukari, until she couldn't take it anymore.

"NO!" the young witch said as she started running away but the nerd went after her telling her to wait up.

Ben had seen this and started to follow after his youngest friend with the intent to stop her creepy follower.

* * *

**In the Hallway**

Yukari was running with the intent to loss her chaser. She saw a turn up ahead and took it while managing to pass by a student she almost bumped into. The nerd however wasn't as lucky, as he crashed into the student and fell flat on his fat butt.

"Hey watch where you're going," the nerd shot back to the student who knocked him down. However, his anger dissipated, and was replaced with fear, as he looked up and paled, as he was now face to face with an annoyed Kevin Eleven.

"I...I...I'm sorry" the nerd instantly apologized not wanting to earn the wrath of Kevin as he had heard all about his growing reputation as a badass fighter.

"I saw a little girl running away in tears," he explained, glaring at the fat nerd. "You wouldn't happen to be the reason for that would you?" Kevin said innocently as he started cracking his knuckles in preparation for delivering a beat down.

The nerd saw this and tried to explain his innocence to no avail, as Kevin touched the wall, and in an instant, from had to elbow, its molecular makeup appeared to be an outer change. His arm was encased in an exterior exo-shell, possibly like a shield. And then he punched him in the face instantly knocking the guy out.

"If I catch you at this again then you and I are going to have a LONG chat… in my garage," Kevin said to the unconscious nerd, as he turned and left.

Meanwhile Ben had seen Kevin dealing with the nerd in Yukari's behave much to his surprise since from how he remembered Kevin he had always only looked out for himself while only using people for his benefit.

"We'll maybe he's actually changing for the better," Ghostfreak said before he saw his Omnitrix symbol starting to beep red alerting him he was about to run out of time in his form.

"Uh Oh, I better land quick," Ghostfreak said as he wasted no time and landed on a nearby alley, as a green glow appeared and he returned to being Ben Tennyson.

"I better go check on Gwen. Gotta make sure no guy approaches her while she's still in that maid outfit," And with that thought, Ben left to find his cousin.

* * *

**Later On**

**Newspaper Club Classroom**

Yukari, who was unaware of Kevin's act of standing up for her, was weeping from the creepy advancement from the pervert. Kurumu was patting her on the shoulder, in her way to comfort the little witchling. "He was just so creepy," Yukari managed to whimper out loud.

Kurumu patted her on the shoulder, "Don't worry, Yukari." The little witch seemed relieved by that, but paled as Kurumu stood up and pointed out, "Because we're gonna wear even skimpier outfits… or nothing at all for that matter!"

"As much as I'd love to see that, I'm gonna have to decline on that idea."

The two girls looked to the door, and saw it was Gin that had said that. And with him were Ben, Gwen, Moka, and even Miss Nekomomi. The cat-woman teacher nodded, "I'm afraid Gin's right, girls. The last thing we need to do is cause a war with this Youkai Square showing up."

Kurumu huffed, causing Miss Nekonomi to chringe in fear, as she galred at Gin, "Gin, you rat! Why'd you…?"

"Gin had nothing to do with telling the teach the situation," Ben replied, as he confessed, "I did." All the girls looked in shock, as Ben explained, "I mean, aside from being our team's Peeping Tom, he's still the Editor in Chief, and Club Captain."

"So what? Are you saying you're giving up, Ben? What happened to the guy who stood up for what he believed in was right," Kurumu shot back, "I mean, they're not even a legitimate newspaper club! All those talentless twits do is flaunt around in skimpy bikinis."

"You were gonna do the exact same thing," Yukari mumbled, "So isn't that calling the Kettle Black?" But all that earned was a back hand to her butt, as Yukari whelped, "Owie, owie, owie…!"

After that little moment, everyone sat down, as Gin explained, "I think the Security Committee's behind this new paper popping up."

Gwen eye browed at this, as she interrogated, "But why the fake paper? I thought reporting the news was our job? So why target us?"

"My guess is that we've become a bit more popular, what with so many popular girls in the group," Gin pointed out to everyone, including Mizore who hid under the table. But Gin looked straight to Ben, "But more overall. It's probably due to Ben."

Everyone looked to the boy in question, who seemed offended as he asked, "So? What? You're saying all this is my fault?"

"Not entirely," Gin corrected, as he explained. "They probably feel threatened by you more or less. Considering you're doing a better job of protecting the school from ruffians than they ever did. It's only a matter of time before they push you too far that you'll go after them."

Ben grimaced as he stood up, defiant to this idea, "Well, push comes to shoving back." He then walked towards the door, as he was about to leave, but then turned to look at the others, "If I see any of those guys making htreats on us… I'm gonna go Rath on them." And left them all, leaving a shaking Gin in shivers, knowing full well that Ben would make do with that decision.

And almost feeling sorry for the Security Committee.

* * *

**Later that Day**

The school day ended as usual. When Ben opened his shoe locker, he found a letter. "What's the… ?"

"What's that, Ben?" Moka asked curiously.

"Looks like a challenge letter," concluded Mizore.

Ben frowned as he opened up the letter and read. "It's from Kevin. I should've known."

"So, what are you going to do?" Yukari asked.

"Well, he challenged me, and I know that in this school when you get challenged you have to accept. I'm going!"

One of Keito's spies, the sandy blonde with glasses, was watching the exchange. She then disappeared to report this development.

* * *

**Afterwards**

**Not Far from the Dorms**

Gwen and Ben walked back to the dorms together. The instructions to the letter stated that he had to come to the dorms, but it didn't meant that he had to come alone. So instead of involving one of the girls, he ran around to try and find Gin. Though knowing him, he'd been anywhere around the place, taking photos of girls undressing. So he looked for Gwen instead, and told her the situation. And now the two were strolling down towards the dorms, expecting Kevin, figuring it was he who sent the invitation for the duel; probably about settling old scores.

However, in the middle of their path was Keito.

"Hello again, Benjamin Tennyson," Keito greeted. "I see you got the invitation." With her were three other girls who were wearing the standard uniform and not the Student Police uniform like her.

"I'm sorry, Ben. But I have to ask…" Gwen whispered to her cousin warily, "Is she another one of your admirers?"

"No," Ben replied. "The uniform she's wearing makes her a member of the Security Committee." He then crossed his arms as he looked to the trio of girls, "I'm taking a wild guess in that you're the reason why the Newspaper Club's had a hard time."

Keito chuckled, "There's nothing wrong with a little competition."

"And competition that would put our club out of business," He snapped back, and then asked, "So what do you want? Did Kuyou send you?"

"Kuyou-sama asked me to extend an invitation to you to join the Student Police," said Keito, who had an opportunistic smile on her face.

Ben cocked an eyebrow, almost taken back by that claim, and then asked trying to make sense of all this. "OK, rewind a sec. The creepy guy who wanted to tear down our newspaper stand, now wants me to join him?"

Keito scowled at the way Ben spoke of Kuyou but calmly recomposed herself. She answered, "He finds your power to change in a variety of different forms would be most beneficial to guarding the sanctity of this school. Besides, he felt your talents were being wasted in that pathetic excuse of a club, as well as the company that surrounds it." She glared dangerously at the boy, and evilly smirked, "It's in your best interest to join us, and believe me: Kuyou-sama's offers are rarely declined."

"So, basically you're just forcing Ben to join your gang," Gwen stated. "And if he doesn't accept…"

"Not many live to refuse further," Keito finished for her, and smiled both evilly and dangerously… like a spider sizing up its prey. "As well as those who associate with them. Such as your friends."

"So, it's either join, die, or let the club or my friends die," Ben concluded, but crossed his arms and frowned at Keito. "Tempting, but I'd say…no."

Keito sighed, as if she'd expected it. "How unfortunate. Your power would've been useful to our cause," But then her smile furthered, as her face shadowed a bit, as she snickred, "… but now you must die." Keito snapped her fingers. "Girls!" The three girls changed their form as butterfly wings sprouted from their backs and masks appeared over the upper half of their faces with pointed noses and insectoid eyes. Antennae sprouted from their foreheads as well.

Ben and Gwen got into battle stances, as the sorceress interrogated, "I take it these girls…"

"These girls were once members of clubs who opposed us," Keito smirked, as she licked her lips seductively, "But a little injection of my venom changed all that."

Keito also began to change. Her limbs shifted and changed while more erupted from her abdomen, giving her the appearance of a humanoid insect. A large abdomen swelled from her backside while her mouth erupted in slimy mandibles. A wicked grin was still visible on her face despite the alterations to it.

"EW!" Ben and Gwen grimaced in disgust.

"Wait a sec! I thought students weren't allowed to change into their true forms!" shouted Ben. Of course very few students obeyed that rule. However, as a member of the Student Police, Keito should follow the rules to set an example.

"The Student Police are exempt from that rule!" Keito laughed.

"How convenient," muttered Gwen.

"Girls, get them!" Keito ordered.

Gwen's eyes narrowed as her eyes glowed violet. "Ben, I'll take care of her Butterfly Brigade. The itsy bitsy spider is all yours."

"Alright by me!" nodded Ben. The cousins split up to engage their enemies. The three butterfly girls lunged at Gwen. She waited and erected a square barrier made of mana. They crashed into it the wall and fell in a heap.

Ben stared Keito down and activated the Omnitrix. "You wanna fight? Let's even up the playing field!" Keito watched as he twisted the face of the device, causing different holograms of creatures to appear standing on it, before stopping. He then slammed his palm onto his choice. There was a blinding flash of green light and when the light died down Ben's new form was revealed.

"Spidermonkey!" Ben's new form called out as he hopped around. He resembled a blue furred monkey with four arms and four eyes. And across his chest was a four-strap green harness, with the Omnitrix symbol in the center. Basically, he was a physical hybrid of a spider and a monkey, hence the name. He cackled and howled like a monkey as he taunted Keito.

Ben had discovered this new alien by accident when scrolling through the Omnitrix's selection of aliens.

* * *

**Omnitrix Encyclopedia**

**Arachnichimp A.K.A. Spidermonkey**

_This blend of arachnid and simian hail from the world of Aranhascimmia. They spend a whole lot of time in the trees rather than on the planet's surface, due to their predator being the voracious Vine-Shark. They hold the capabilities of sticking to walls and creating webbing from their tails. They are also very agile and quick on their feet. These residents of the universe seem to be on the playful side rather than purposefully aggressive. That much is evident in the transformation, but the only weakness may be a mental one in which Ben seems to become more childish or easygoing about a situation he's in._

* * *

"Ack! Ack! Ack!" Spidermonkey cackled as he hopped around. Keito hissed and lunged at Spidermonkey. But the Arachnichimp hopped away and clung to the branch of a nearby tree. "Too slow!"

"Get down here!" Keito roared.

Gwen, while outnumbered, was not outmatched. The three butterfly girls were being beaten by her not just by her powers but by her karate skills. She kicked one in the stomach before punching another across the face while elbowing another in the chest. She then fired a beam of energy at them, entrapping them like cattle with a lasso, and whirled around, smashing them against a tree. She wiped the sweat off her brow. While Gwen would never get into a fight at school, this was different.

Keito and Spidermonkey were grappling with each other, trying to subdue the other. Spidermonkey used his superior strength and pushed her against a tree. Keito scrambled away to escape a tree shattering kick from Spidermonkey.

"Running away?" Spidermoneky cackled, "And you were talking so big before!" Keito spat a stream of venom at Spidermonkey who leapt away to avoid it. The acid burnt into the ground, causing the area to bubble and sizzle.

Spidermonkey lunged at Keito who spat webbing at him. He bounded out of the way and stuck to a tree. "Nice webbing! Try mine!" He aimed the tip of his tail and fired a string of webbing that hit Keito in the face. "Nice! Now I don't have to look at you ugly mug!"

Keito ripped the webbing off her face and hissed at Spidermonkey before chasing after him. They both jumped around the trees, with Keito giving chase with her claws out to rip him to pieces.

"DIE!" Keito swiped at Spidermonkey who ducked. He wrapped his tail around a branch and swung himself upwards, slamming both his feet into her chin. Her head snapped backwards. Spidermonkey then swung back down, slamming his heels into her head and smashing her to the ground.

She snarled as she got up, and shot a web right at Gwen, who wasn't expecting it. However, at the last second, Kevin shot out, and caught it. Keito snarled, "You! I thought you didn't want to involve yourself with the Security Committee?!"

Spidermonkey hung by a tree branch upside down, by his tail, and looked to Kevin, asking, "Ack! She tried to recruit you too?"

Kevin shook his head, "Nah, but some blonde butch with a chip off his shoulder tried to."

"Squinty eyes?" Spidermonkey inquired.

"Yep," Kevin nodded.

Spidermonkey frowned, "That sounds like Kuyou alright. The Big Butchy Boss of the Security Committee."

Having enough trash talk about Kuyou spewed around her, she snarled at htem all, "SILENCE! You American monsters think you're all hotshots with those abilities of yours. But compared to Kuyou's power… YOUR STRENGTHS ARE JUST JOKES!"

Kevin frowned at the spider girl, until finally, he knelt down, still holding onto the web, and asked, "And now?"

"And I'll show you just how weak you all are," she declared, as she would soon pull Kevin in.

But Levin smirked as he explained, "I'm guessin' aside from the Tennysons, you don't have a clue as to what I can do. Right?"

Keito snarled, "No, and frankly, I don't care!"

Kevin knelt down and touched the concrete ground underneath them, absorbing its properties as his entire body became covered in a concrete grey-colored layer. In this state his strength and durability was enhanced beyond human limitation. Kevin shrugged. "My body has the ability to absorb matter and copy it. The more dense and tough the material is, the stronger and tougher I get. Sweet deal huh?"

"Like how you used to absorb energy," Gwen added.

Kevin nodded, as he stood up, "Exactly. Only this time, I've got better control. Just gotta watch out when absorbing DNA like before. Drove me crazy last time."

"That explains a lot," Spidermonkey mumbled, and then noticed Keito struggling to pull Kevin to her. But true to Kevin's reply, his density was stronger, and it also helped that his feet sprouted out clawed toes from the exterior shell, and smirked, "So… who's weak now?"

"Let's find out," Kevin smirked, as he pulled at the web, pulling Keito forward.

However, she resisted, but was overpowered by Kevin, as he was pulling her towards them. As she struggled, she tried to convince them to let her go, "W-Wait! Let me go! I-If you do… I-I-I promise I won't tell Kuyou!" She finally struggled enough, as she nearly cried out, "What do you say?"

But then she paled, as she was five feet away from the three, as Kevin shot out, "Piss off."

Keito cried out in fear, but then ended up trapped in a purple ring of energy that pinned her arms and spider legs to her sides. The ring was connected to a beam connected to Gwen's hand. At the redhead's feet were the groaning bodies of Keito's underlings who had been easily swatted by the female Tennyson. Smirking, Gwen waved, before spinning around and around. Keito screamed as she was spun around by Gwen. With one final swing, Gwen sent Keito flying into the sky.

Ben returned to human form and inquired, "Nice distance. Where did you send her?"

Gwen shrugged, but then took notice of Kevin leaving, "Kevin? Where are you going?"

As Kevin returned to normal, he shrugged, "Me? I was just passing through." And continued to walk away, even as a familiar floggle of girls were running towards the Tennysons.

"Ben!" Kurumu screamed out, as she glomped a hug behind his back, "We were so worried, we came after you!"

"Though I guess you took care of the problem," Yukari frowned, as she saw Kevin walking away. Thinking he made the challenge, she shouted, waving her wand, "You better walk away, you delinquent!"

"It wasn't like that, Yukari," Gwen defended, "It was the Security Committee. If anything, Kevin stepped up to help."

The girls were a bit surprised by that, as Yukari looked in honest surprise, and to Kevin's retreating form, "He did?"

Mizore, who popped up underneath a bush or two, mumbled, "I guess he isn't such a rotten apple as you made him out to be."

Ben cocked an eyebrow at that, and nodded, "Maybe… just maybe…"

* * *

**Elsewhere**

Kuyou was in his office, reading, when all of a sudden something smashed right through his window, spilling glass all over his floor. He looked from his book to see Keito, an injured mess, lying on his floor.

"You failed," he said, simply before returning to his book.

Keito just groaned in pain, as she cursed, "Damn…those…Tennysons… and Levin…"

* * *

**Next Chapter: Prepping for the Exams; Brainstorming and Cramming**


	17. The Secret is Out

**Author's Note: Sorry for the delay, but thanks to Masume X23, this chapter's up and running. Thank you, X23.**

* * *

**Ben 10 Alien+Vampire**

* * *

**Chapter 17: Interrogations of the Heinous Sort; the Secret's Out…**

* * *

**Student Police HQ**

The Student Police offices were as oppressive as ever with its heavy air and minimal lighting. In his office, Kuyou was receiving a report from one of the spies he had commissioned to spy on the Tennysons and Levin. The spy was producing results as he had managed to watch the fight between Kaito and the Americans. It had also produced some new information about the mystery that was Ben Tennyson.

"Tennyson's new form, right?" Kuyou murmured as a picture of Spidermonkey was in his hand. He had to admit, he had never seen a spider monster that was part monkey before. Such a contradiction this new form of Tennyson's was.

"Yeah, but it was weird," the spy reported. "Tennyson never planned on changing into this form. At several times, Tennyson attempted to use one form, but then changed into another. But at times like that, he complained that he was going to change nito something else. And at times, he blamed his limiter."

"Interesting."

"Yeah, and then there were times when it looked like he had the upper hand. He was really powerful and would soon deliver the final blow on his opponent, but suddenly he changed back to human form," the spy continued.

"Really?" Kuyou sounded interested.

"Yeah. It was as if he was suggesting that the machine forced Tennyson to change back," he also reported.

Kuyou frowned at this. This supported the theory that Tennyson's watch was a limiter much like Akashiya's Rosario was. Still, there were too many unanswered questions about him. Too many for Kuyou's liking. "We need to keep a closer eye on Tennyson."

The more they found out about Ben, the more mysterious he seemed to be.

Kuyou despised not knowing something. "There's something about this Tennyson that grows more suspicious. I don't like it."

"And you shouldn't, for obvious reasons," a mechanical voice spoke out, causing Kuyou and his enforcers to turn towards the darkness. In the dark, red twisted computer chip prints glowed, getting the attention of all the enforcers. Kuyou and his troops were prepared to attack, until the voice spoke out, "Do not be alarmed. I am not your enemy." Then the voice chuckled, "Although, _he_ is very close."

Kuyou's right hand balled into a fist, as his glare grew sharper, as he interrogated for an answer, "And just who are you to enter our sanction of justice and order?"

"I am a creature of order myself, officer. Which is why I've come to you to help procure such a dangerous element to the peace and order to this school," the figure humbly answered.

Kuyou flicked his hand to dissipate the flame, but still retained his sneer, as he asked, "And what dangerous element are you talking about?"

For a moment, the section of a circle to where the face was, twisted into a sinister smile, as two words echoed from his voice, "Ben. Tennyson."

* * *

**Three Days Later**

**Newspaper Club**

Things had quieted down ever since the attack from Kaito and her little bug girl trio. The false Newspaper Club had been gone for some time, with no show of them at all. Though most of the students missed the three girls; they couldn't get enough of them in sexy outfits or bikinis. But they returned to the fandom of the girls from the original Newspaper Club, and seemed to attract more female attention due to not just Ben, but also Kevin, who didn't officially join the club but rather was around as an unofficial body guard of sorts for the members of the groups who got group-jumped. But at the moment, a meeting was being held in the classroom-made club… with Ben in the middle, and Gin grinding him out.

"DIDN'T I TELL YOU NOT TO FIGHT WITH THE SECURITY FORCES OF THIS SCHOOL, BEN?" Gin fumed out, veins popping out, as he shouted at the unfazed Ben, who just sat down and had his arms crossed, "ARE YOU OUTTA YOUR MIND? AFTER I TOLD YOU NOT TO! THE SECURITY FORCES'LL COME OUT AFTER US AT FULL FORCE, NOW THAT YOU TOOK DOWN NOT JUST ONE, BUT FOUR OF THEIR OFFICERS!"

Gwen and Moka stepped up in between the two, as his cousin defended him against the werewolf, "Gin, please! Try and calm down; you didn't hear the whole story from us. They attacked us, so we had the right to defend ourselves."

"She's right, Gin," Moka defended, but knelt down to Ben, as he seemed a bit ticked off about something. "Ben, what's wrong? What did the enforcers do to you and Gwen before we got there? Did they hurt you?"

"Worse," Kevin answered, as he folded his arms, leaning on the wall, and looked to Ben, "Ain't that right?"

Ben sighed, and in disgust, answered, "Yeah. They offered me a job."

All the girls, even Gin, and a much hair-standing on end Nekomomi all shouted, "WHAAAAT?!"

Ben got up as he defended, "Don't worry, don't worry. I didn't accept their invite."

Gin grumbled, as he combed his hair with his fingers, scratching his head on this predicament, "If the Security Committee's gotten that interest in Ben in wanting to recruit him," And then he pointed to Ben, "Then you're even more of a threat to them than it was ever formulated."

Suddenly, they all felt a huge chill from around them, as a voice asked, "Why's Ben such a threat?"

They all jumped at that startlement, as Mizore popped up from the supply closet, as Gwen whispered, "Wow, she really knows how to hide well."

"Mizore…" Ben heaved a sigh of relief, "Can you please stop doing that every time you get?"

Mizore smiled a little, as she blushed a little, "I will… but only if you can please start calling me your little Snow Bunny?"

All jokes and sweat drops aside, Gin answered Mizore's question, "It's because Ben's been making a sort of reputation for himself. Even if he doesn't know it. The toughest, biggest, and more troublesome students have been going after him, and he's brought them all down, plus/minus the girls helping you out once in a while or most of the time. Teachers that're complete scumbags brought to the attention of the police, all by you nonetheless. Not to mention you do it all for free."

Kurumu beamed in delight on this, as she glomped Ben from behind, "That's because Ben's a true-blown hero! He's also _my_ hero!"

Ben sweat dropped as he pried himself loose from Kurumu, "Besides… I'm sure they'll probably overlook this, once the Headmaster gets word of this." He then balled his fist and smacked it into his free hand's palm, going cocky, "And if they start trouble again, Kevin, Gin, and I could always team up to go head first to smack them down."

"As much as I'd love to do that, it would just add more fuel to their fire. And besides, Ben, the Security Committee have gotten away with this for nearly three years now," Gin groaned, as he rubbed his forehead in agony. "The Headmaster can't even do a thing about them. Especially Kuyou."

"The Butch with the blonde hair?" Kevin questioned.

"Yes, the blonde butch," Gin nodded, "The guy's a virtual sociopath and an obsessive glory-madman. Ever since he was appointed power, his word's always been law, and no one's stood up to him. And those who do, he always has locked up."

Ben arched an eyebrow at all of this, not knowing what to expect from this Kuyou now.

* * *

**Homeroom**

After the little meeting from the Newspaper Club, homeroom was beginning, as everyone was called out in attendance. However, even if homeroom was going on, Ben's mind was wandering elsewhere, as his thoughts turned to Kuyou. The guy seemed considerably dangerous from Gin's description, but he only got a glimpse of what the guy did. And from what he heard of other students, who were lucky not to get arrested, this Kuyou guy ruled the committee with a tyrannical and cruel iron fist. He was power hungry, a tremendously cruel individual who took great satisfaction in the pain of others and thrived on the fear and submission his actions received. In addition to that, a student Ben had secretly interviewed said that he was arrogant and a megalomaniac, who believed that he was the law and that he was free to interpret and execute it in anyway that he wished. In conclusion, the essence of an evil tyrant.

'No doubt about it,' Ben thought, as he tapped his pencil on the desk, 'He has to go down.'

At the moment, Moka looked to Ben, and could tell something was bugging him deeply. She couldn't put her finger on it, but it must have had something to do with the Security Committee. But she shook her head as she returned her attention back to Miss Nekonomi, 'It's probably nothing. But still… I should probably…'

But the class, as well as her thoughts, were interrupted, as the door gently swung open… and revealed the Security Committee, along with their leader walking in. Miss Nekonomi gulped, as she tried to remain the authority member, "Um, excuse me… but…"

"Don't worry, we won't be here long," one of the Committee members replied, a fellow with dark hair combed to the right, and wore glasses, who stood with a larger fellow with dark brown hair, with a bang nearly covering his right eye.

Kuyou walked through the class, until he stopped at Ben's desk. The American sighed, as he stood up, as he and Kuyou stood parallel to another, staring each other down. But this time, Kuyou didn't seem to have a conniving smile on him. So Ben spoke up, breaking the silence, "So what is it this time? You don't like our club showing our faces in class? Or are you here because I took down one of your goons."

"Not quite, Tennyson. This is business," Kuyou replied, very calm about it. And then he announced, "Benjamin Tennyson. The Security Committee wish to bring you in for interrogation."

Ben raised an eyebrow, as he asked, "What for?"

"For being under suspicion of Being a Human."

That last sentence earned a row of gasps and whispers in the classroom. Even Ben felt his blood run cold from that accusation, as he was in silent shock of that accusation. But none was even more worried for him than Moka, who grew paler from that piece of information. However, Ben remained as hard as stone; he knew that if he faltered, Kuyou would grow suspicious. And worse, if the truth got out about him, they would suspect his cousin being human, witch/sorceress or not. Kevin… he'd probably get out without a scratch. And even worse, they'd piece together that Moka had known this whole time; vampires always had a craving for human blood, and considering how many times she drank from him, there'd be not alibi for it. Ben was in a tight pickle now.

"That's a load of crap!" Kurumu busted out of her desk, looking rather PO'ed at the Security Committee's head. "Ben's not a human! Stop making such ridiculous accusations like that!"

"She's right," Moka stood to defend him as well, "Ben isn't a human…"

"SILENCE!" Kuyou shouted, causing the whole classroom to nearly shake the classroom. Even Kurumu buckled under the weight of not just the volume of his voice, but of the massive aura permeating from him. He then looked to Ben as he finished, "You will come with us for questioning. If you have nothing to hide, then we'll let you go."

"Guess I don't have much of a choice in this, do I?" Ben stated, as he felt Security Members behind him. He sighed, as he nodded, "Alright, I'll go."

"Excellent," Kuyou smirked, and then nodded to the others.

They immediately forced Moka out of her chair, as she was being escorted along with Ben, who asked, "Wait! Why is she coming along?"

Kuyou turned as he smirked, "Let's just say… it's insurance that you'll come along quietly."

And with that, the Security Committee walked out of the classroom, even with the students all whispering and doubting about Ben being a monster. The Newspaper club members looked in worry, almost to the point of whispering to themselves, as Kurumu asked, "What are we gonna do?"

"We could go after them," Mizore whispered. And then held her hand up as it started to slowly encompass itself in ice.

"You two," another security member said from behind the two, causing the two to freeze in slight startlement. "Come with us. You'll be needed for questioning as well."

The two looked to one another, and silently not arguing about it, did as they were ordered. As they all walked down the hallway, making a skeptical of the situation, the Enforcer, one of Kuyou's Four Kings, the one wearing the glasses, walked up to Kuyou, as he reported, "Sir. We haven't caught the others: Kevin E. Levin, Gwen Tennyson, Yukari Sendo, and Gin Morioka."

Kuyou thought about it for a moment, and then smirked, "I wouldn't worry about them. The interrogation will go off without a hitch. As for Gin… I'm sure he'll make sure to keep his remaining members in line."

* * *

**Student Police HQ**

**Interrogation Room**

In the darkroom of the student comities headquarters were Kuyou and a group of his followers with the one and only Ben Tennyson sitting on a chair he had been forced on with 4 guys around him in case he attempted anything.

"Okay you got me in your little headquarters, now tell me where my friends are?" Ben asked in a cool tone as his face showed no fear from being in Kuyou's presence all alone while being surrounded by his goons. His eyes however showed defiance and a hidden anger that could turn to wrath.

Kuyou's enforcers narrowed their eyes in anger at how Ben was speaking to their renowned leader with such disrespect as if he thought he was the one who was in control of the situation.

Kuyou on the other hand still had his smirk. "Don't worry Tennyson, we haven't done anything to them".

Despite hearing that Ben wasn't relieved at all as he could see he had more to say.

"For now that is".

Hearing that Ben instantly stood up which made the 2 of the 4 guys around him grab him by the shoulders to keep him still. Ben didn't fight back as he wasn't planning to do anything yet as he first wanted information on how he was being accused of being a human.

"You should control yourself better Tennyson, that recklessness could get you killed" Kuyou said with a certain glint in his eye. "Right now your friends are being questioned like everyone else".

At hearing this Ben raised an eyebrow in confusion. "What do you mean by everyone else?"

Instead of answering Kuyou raised his left hand as a flame the size of a torch appeared which started to show black and white like a TV screen before it cleared up to show Saizo sitting on a chair in what appeared to be Kuyou's headquarters.

* * *

**Interrogation Sessions  
**  
"Yeah, I did smell something human in him. It was so much like a humans'. I thought he had their scent all over him. Plus that form he took to beat me wasn't anything I recognized," Saizo said none chattily before the view changed to the former gym teacher Okuto Kotsubo.

"Ben Tennyson? Now that I think about it, his sport scores in gym class were pretty low. His level of physical ability was almost like that of a humans'," Kotsubo said, before the screen changed again to a student Ben didn't know.

"Yeah, I did something human occasionally," he said before the screen changed again.

"I sometimes see Moka kissing his neck…" A blonde girl with 2 ponytails on the sides said, before the screen changed yet again. This time showing another unfamiliar student with glasses.

"I smelt it, a human scent," he said, before it changed again to show another unfamiliar girl.

"He's suspicious sometimes, I once saw him go into an alley before he can out as a Yōkai I didn't recognize," she said softly, before it changed again, quickly showing another unknown face that was male this time.

"That guy Tennyson and Moka-san are always together no matter where they go!" he shouted out before he was cut off for the change. This time, revealing a familiar face which was the school swim teacher that Ben fought early in his semester, Tamao Ichinose, who was wearing the same swimsuit from back then.

"It's strange, when I was holding him, I could swear he smelled like a human. Also when I fought him, I saw some strange green light appear in the pool before it died down to reveal Ben in that frightening form he called Ripjaws." Tamao said before it the screen returned to being flames.

* * *

**Back In the Interrogation Room  
**  
"As you can see no matter who we ask they all say the same thing which points to you being human and suspicious." Kuyou said arrogantly earning a small sweat drop from Ben either due to slight nervousness or from the heat before Kuyou continued. "Even your own comrades…" he said before the flame showed screen again this time showing Kurumu.

* * *

**Kurumu's Interrogation  
**  
"Do you really think Tennyson isn't a human at all?" A male voice asked who was probably behind what would be a camera showing her.

"Of course I am!" Kurumu said loudly.

"Why are you so sure about that?" the same voice asked.

"Cause I've seen Ben transform into many monster forms. That should be all the proof he needs to show that he's not a human," Kurumu said, as if it should be obvious.

"But out of all the forms you've seen him take, none of them are any that you recognize from any of the other species right?" the voice asked.

Kurumu faulted a little at hearing that. It was true that she didn't recognize any of the yokai Ben transformed himself into, but with the exception of his werewolf form. But she just thought that was because he was from America and there were different kinds of Yōkai there. "Well…that's true but that's just because Ben's from America so there's probable many unknown Yōkai there that we don't know about".

"Do you know what kind of monster Tennyson is exactly?" the voice asked.

Kurumu answered immediately. "That's obvious, he's a shape shifter".

"But that doesn't really answer the question: shape shifting is his ability, and that doesn't tell us which shape shifting Yōkai he really is," the voice countered, making Kurumu falter slightly at the truth behind his words. Seeing this, the voice continued. "You're supposed to be one of his friends, and yet he hasn't told you which yokai he is?"

Hearing that Kurumu looked down in uncertainty, as she pondered her thoughts while the screen changed to show Mizore.

* * *

**Mizore's Interrogation Room  
**  
"Even if I don't know what Yōkai he is, it's supposed to be forbidden to say which one you are so in a way Ben is just following the rules" Mizore said as if she was being asked the same questions as Kurumu.

"Well I'll admit that's true but don't you find it strange that despite your friendship with him, you still don't know which yokai he is? Also, isn't weird how all the yokai he turns into are all unknown and unheard of species no one's ever seen before?" asked the red haired girl, who was one of the four kings of Kuyou's group.

Hearing this Mizore also began to falter slightly, which the girl saw and decided to push forward to.

"Also as I recall, Ben already knows what Yōkai you and the others are, and yet he still remains a complete mystery. Why is that exactly? Does he find you untrustworthy to know which Yōkai he hails from?" the girl pestered further, making Mizore more unsure at her harsh but truthful words, as the screen warped to Moka who was looking nervous.

* * *

**Moka's Interrogation  
**  
"I've already done some investigating on you and Tennyson. You seem to really like drinking his blood and if I recall correctly vampires love the taste of human blood the most that must be why you like his blood so much, because he's really a human." A deep voice asked which belonged to the tallest member of the four kings.

"That's not it!" Moka protested. "I drink his blood because it's really tasty, not because he's a human".

The enforcer said nothing as he revealed a cup of water and placed it in front of Moka who now looked startled and more nervous. "I've also investigated one more issue. Vampires fear fresh water and can't stand it".

Moka was now looking fearful.

"That's right, this cup is filled with fresh water," the guy now said with an evil grin, as the screen died down back into flames that Kuyou finally dispersed.

* * *

**Back in the Interrogation Room**

Ben was now worried about Moka, after seeing that cup of water. He remembered how in pain she was when she jumped into the pool to save him, and could only wonder what that creep would do to her.

"At this rate, even your friends will become like those guys over there," Kuyou said tauntingly.

"Those guys?" Ben asked, cautiously.

Kuyou snapped his fingers and a magical cube seemed to appear out of nowhere before it shattered revealing what was inside. Which turned out to be the members of the love-love alliance who looked beat up and not even conscious.

"It's them?" Ben questioned.

"Yes, and they told us about the time you fought against them while still in human form. You apparently were very weak and couldn't fight back until you finally transformed. So Tennyson… why is it that someone who's supposed to be as strong as you couldn't handle 3 weaklings like them until you morphed?" Kuyou asked, menacingly.

Ben was now starting to look a little nervous and unnerved. "Maybe that's because I can't unleash my powers unless I transform, which is why they said that," he said, a little hesitantly.

Kuyou, however, wasn't fooled. "I don't think so Tennyson, you see I received anonymous information that your limiter is actually some human weapon that allows you to change your appearance into unknown Yōkai so you can fool everyone into thinking you're one of us." He said smugly which earned a shocked look from Ben at what he heard.

"No way that's impossible, there's no way he could have known about the Omnitrix. Only I, Moka, Gwen, and even Kevin know the truth about it. So how did he learn about it?' The sudden horrified truth came to mind, 'Is it possible… one of my enemies is here? In the academy… and is working with Kuyou to eliminate me?" Ben thought frantically, before he calmed down and narrowed his eyes.

"Who in their right mind told you that crazy story?" Ben asked, hoping Kuyou would say the name of the one he wants to know.

"I have no reason to answer that since seeing your reaction I wager that his info is accurate isn't it human?" Kuyou asked threateningly.

Ben was now looking off balance as he was starting to worry more.

"If you don't confess, then Moka will suffer the consequences for it dearly," Kuyou said, as Moka's scream was heard the moment he finished talking earning Ben's attention.

He kept hearing her screams of pain and suffering while having no idea where she was since her voice seemed to be coming from everywhere. "There's a little pond behind this shrine. If this interrogation keeps taking so long I'll sink and drown her there." Kuyou said darkly.

After hearing that, Ben finally lost it. "DON'T YOU DARE!" he yelled, while lounging for Kuyou with his hand already preparing to activate the Omnitrix. But before he could, he was tackled from behind and held down by the 4 goons.

"Get off me you creeps!" Ben yelled to no avail, as Kuyou stepped on his head.

"What's wrong Tennyson, aren't you going to morph to fight me, or is it because you can't reach your weapon that you can't?" Kuyou said with a superior tone that annoyed Ben.

Ben was feeling anger like never before, he kept trying to reach the Omnitrix to go Fourarms, Rath, Diamondhead or even Big Chill. Heck, he'd go with Way Big at this point. But he couldn't free his arms to do it, as he heard another scream from Moka.

"What's wrong Tennyson? Aren't you going to save your dear friend? Or are you finally going to admit the truth that you're a human?" Kuyou asked, for what would be the last time.

Ben looked at Kuyou with hatred, anger and the desire to teach him a lesson. But as he heard another scream from Moka, he lost all feelings and developed a surrendering face. 'I'm sorry, guys,' Ben thought to himself. 'I'm sorry, Moka. I wish this dream could last… but it's time to wake up.' Ben sighed in defeat, as he finally gave in to Kuyou's demands.

"Fine…it's true...I am a human. Now release Moka!" Ben said, aggressively.

As soon as he heard this, Kuyou's smirk grew into a grin, which then grew into full laughter, as he reared his head back in triumph while the guards that held Ben down got off him and vanished.

"heeheeheee! AAAAAAAAAHAHAHAHAHAAAAAAA! Did you hear that everyone?" Kuyou said mockingly, as he snapped his fingers again, and Ben turned around to see 3 cubes appear where they broke open… to reveal Moka, Kurumu and Mizore all looking shocked.

* * *

**Next Chapter: Who's the Hero; Stand Alone… or Together**


End file.
